Announcement PDF Appendix 3B - Proposed issue of securities Update Summary Entity name AMPLIA THERAPEUTICS LIMITED Announcement Type Update to previous announcement Date of this announcement 1/11/2024 Reason for update to a previous announcement Confirming that Retail Entitlement Offer now Fully Underwritten by Bell Potter Securities Limited and Taylor Collison Limited Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1 / 12 Appendix 3B - Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity AMPLIA THERAPEUTICS LIMITED We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation). 1.2 Registered Number Type Registration Number ABN 16165160841 1.3 ASX issuer code ATX 1.4 The announcement is Update/amendment to previous announcement 1.4a Reason for update to a previous announcement Confirming that Retail Entitlement Offer now Fully Underwritten by Bell Potter Securities Limited and Taylor Collison Limited 1.4b Date of previous announcement to this update 30/10/2024 1.5 Date of this announcement 1/11/2024 1.6 The Proposed issue is: An accelerated offer A placement or other type of issue 1.6b The proposed accelerated offer is Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO) Appendix 3B - Proposed issue of securities 2 / 12 Appendix 3B - Proposed issue of securities Part 3 - Details of proposed entitlement offer issue Part 3A - Conditions 3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No Part 3B - Offer details +Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued ASX +security code and description ATX : ORDINARY FULLY PAID Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class Will the proposed issue of this +security include an offer of attaching +securities? Yes If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No Details of +securities proposed to be issued ASX +security code and description ATX : ORDINARY FULLY PAID ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities do not have +CDIs issued over them) Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) Has the offer ratio been determined? Yes The quantity of additional +securities For a given quantity of +securities to be issued held 100 645 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Appendix 3B - Proposed issue of securities 3 / 12 Appendix 3B - Proposed issue of securities rounding) Fractions rounded up to the next whole number 42,604,389 Offer price details for retail security holders Has the offer price for the retail offer been determined? Yes In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD - Australian Dollar AUD 0.11500 Offer price details for institutional security holders Has the offer price for the institutional offer been determined? Yes In what currency will the offer be made? What is the offer price per +security for the institutional offer? AUD 0.11500 AUD - Australian Dollar Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes Describe the limits on over-subscription Eligible Shareholders who fully subscribe under the Retail Entitlement Offer can apply for an uncapped number of Additional New Securities Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements The Company reserves the right to scale back any application for Additional Shares and Options in its absolute and sole discretion. When determining the amount (if any) by which to scale back an appplication, the Company may take in to account a number of factors including the the size of the Applicants shareholding Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Attaching +Security Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) Details of attaching +securities proposed to be issued Appendix 3B - Proposed issue of securities 4 / 12 Appendix 3B - Proposed issue of securities ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Options with Exercise Price of $0.1725 and Expiry Date of 31 October 2027 +Security type Options Offer ratio (ratio of attaching securities at which the new +securities will be issued) Has the offer ratio been determined? Yes The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 3 4 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded up to the next whole number 31,953,292 Offer price details for retail security holders Has the offer price for the retail offer been determined? Yes In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD 0.00000 AUD - Australian Dollar Offer price details for institutional security holders Has the offer price for the institutional offer been determined? Yes In what currency will the offer be made? What is the offer price per +security for the institutional offer? AUD - Australian Dollar AUD 0.00000 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes Describe the limits on over-subscription Eligible Shareholders who fully subscribe under the Retail Entitlement Offer can apply for an uncapped number of Additional New Securities Will a scale back be applied if the offer is over-subscribed? Appendix 3B - Proposed issue of securities 5 / 12 Appendix 3B - Proposed issue of securities over-subscribed? Yes Describe the scale back arrangements The Company reserves the right to scale back any application for Additional Shares and Options in its absolute and sole discretion. When determining the amount (if any) by which to scale back an appplication, the Company may take in to account a number of factors including the the size of the Applicants shareholding Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.1725 31/10/2027 Details of the type of +security that will be issued if the option is exercised ATX : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX:ATX) Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. https://www.ampliatx.com/investor-information/ASX-Announcements Part 3D - Timetable 3D.1a First day of trading halt 30/10/2024 3D.1b Announcement date of accelerated offer 30/10/2024 3D.2 Trading resumes on an ex-entitlement basis (ex date) 1/11/2024 3D.5 Date offer will be made to eligible institutional +security holders 30/10/2024 3D.6 Application closing date for institutional +security holders 31/10/2024 3D.8 Announcement of results of institutional offer (The announcement should be made before the resumption of trading following the trading halt) Appendix 3B - Proposed issue of securities 6 / 12 Appendix 3B - Proposed issue of securities (The announcement should be made before the resumption of trading following the trading halt) 1/11/2024 3D.9 +Record date 1/11/2024 3D.10a Settlement date of new +securities issued under institutional entitlement offer 6/11/2024 3D.10b +Issue date for institutional +security holders 7/11/2024 3D.10c Normal trading of new +securities issued under institutional entitlement offer 8/11/2024 3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue 6/11/2024 3D.12 Offer closing date for retail +security holders 22/11/2024 3D.13 Last day to extend retail offer close date 19/11/2024 3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer 29/11/2024 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Bell Potter Securities Limited (ACN 006 390 772, AFSL 243480) and Taylor Collison Limited (ACN 008 172 45020, AFSL 247083) are acting as joint lead managers and bookrunners for the Offer (Joint Lead Managers). 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Management Fee - 2.0% of Proceeds Selling/Underwriting Fee - 4.0% of Proceeds In addition the Company will issue the Joint Lead Manager with unlisted options (Lead Manager Options) on the following terms: The number of options issued will be based on the amount raised under the Offer, as follows: o 100% of 3,500,000 options if the Offer raises at least $10m and less than $13m o 150% of 3,500,000 options if the Offer raises at least $13m o 50% of 3,500,000 options if the Offer raises at least $8m and less than $10m. Appendix 3B - Proposed issue of securities 7 / 12 Appendix 3B - Proposed issue of securities For the avoidance of doubt, if the offer raises less than $8m the Joint Lead Managers will receive nil options. The options will vest immediately on their issue date and be exercisable at any time from their issue date up to and including the fourth anniversary of their issue date; Each option will give the holder the right to be allotted one fully paid ordinary share in the Company; and Each option will be exercisable at a $0.23 3E.2 Is the proposed offer to be underwritten? No 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Refer to Prospectus dated 30 October 2024 available at www.asx.com.au Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue a) completion of ACCENT trial of in pancreatic cancer - $5.9 million b) clinical trial of narmafotinib in combination with FOLFIRINOX in US - $6.3 million c) costs of the capital raise $0.8 million 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue Canada, Indonesia, Liechtenstein, Spain, Swaziland, Switzerland, United States of America 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes 3F.5a Please provide further details of the offer to eligible beneficiaries Refer to Section 4.10 of the Prospectus dated 30 October 2024 available at www.asx.com.au 3F.6 URL on the entity's website where investors can download information about the proposed issue https://www.ampliatx.com/investor-information/ASX-Announcements 3F.7 Any other information the entity wishes to provide about the proposed issue 3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes 3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued Appendix 3B - Proposed issue of securities 8 / 12 Appendix 3B - Proposed issue of securities Part 7 - Details of proposed placement or other issue Part 7A - Conditions 7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes 7A.1a Conditions Approval/Condition Date for determination +Security holder approval 9/12/2024 Is the date estimated or actual? ** Approval received/condition met? Estimated Comments Shareholder approval is required in respect of Attaching Options for participants in the Institutional Placement (but not the New Shares) Part 7B - Issue details Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class Will the proposed issue of this +security include an offer of attaching +securities? Yes Details of +securities proposed to be issued ASX +security code and description ATX : ORDINARY FULLY PAID Number of +securities proposed to be issued 67,723,015 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 0.11500 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Appendix 3B - Proposed issue of securities 9 / 12 Appendix 3B - Proposed issue of securities Yes Attaching +Security Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? Yes equitable under listing rule 6.1? No ASX +security code +Security description New class-code to be confirmed Options with Exercise Price of $0.1725 and Expiry Date of 31 October 2027 +Security type Options Number of +securities proposed to be issued 50,792,261 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities New Shares will be offered under the Placement with three (3) free attaching options for every four (4) New Shares issued (Attaching Options). Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000001 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.1725 31/10/2027 Appendix 3B - Proposed issue of securities 10 / 12 Appendix 3B - Proposed issue of securities Details of the type of +security that will be issued if the option is exercised ATX : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX:ATX) Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. www.ampliatx.com/investor-information/ASX-Announcements Part 7C - Timetable 7C.1 Proposed +issue date 10/12/2024 Part 7D - Listing Rule requirements 7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No 7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes 7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1? Up to 40,321,309 7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes 7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A? Up to 27,401,706 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? Yes 7E.1a Who is the lead manager/broker? Bell Potter Securities Limited (ACN 006 390 772, AFSL 243480) and Taylor Collison Limited (ACN 008 172 45020, AFSL 247083) are acting as joint lead managers and bookrunners for the Offer (Joint Lead Managers). Appendix 3B - Proposed issue of securities 11 / 12 Appendix 3B - Proposed issue of securities 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? Management Fee - 2.0% of Proceeds Selling/Underwriting Fee - 4.0% of Proceeds In addition the Company will issue the Joint Lead Manager with the Lead Manager Options 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Refer to Prospectus dated 30 October 2024 available at asx.com.au Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities a) completion of ACCENT trial of in pancreatic cancer - $5.9 million b) clinical trial of narmafotinib in combination with FOLFIRINOX in US - $6.3 million c) costs of the capital raise $0.8 million 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No 7F.2 Any other information the entity wishes to provide about the proposed issue The issue of Attaching Options relating to the Institutional Placement is conditional on Shareholder Approval. 7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) Appendix 3B - Proposed issue of securities 12 / 12