Announcement PDF AMPLIA THERAPEUTICS LIMITED ACN 165 160 841 REPLACEMENT PROSPECTUS This Prospectus is being issued for: • an accelerated, non-renounceable pro rata entitlement offer of 1 Share for every 6.45 Shares held by Eligible Shareholders, and 3 free attaching Entitlement Options for every 4 New Shares issued under the Entitlement Offer, at an offer price of $0.115 (11.5 cents) per New Share, to raise up to approximately $4.9 million (Entitlement Offer); • an offer of up to approximately 52,911,826 free attaching Placement Options for nil consideration, on the basis of 3 Placement Options for every 4 New Shares issued to investors under the Placement and Director Placement (Placement Option Offer); and • an offer of up to 5,433,750 Retail Sub-Underwriter Options for nil consideration on the basis of 1.75 Retail Sub-Underwriter Options for every $1.00 worth of Retail Sub-Underwriting Commitment (Retail Sub-Underwriter Option Offer). This is a replacement prospectus dated 1 November 2024. It replaces the prospectus dated 30 October 2024 issued by Amplia Therapeutics Limited. The last date for acceptance and payment under the Retail Entitlement Offer will be 5.00pm (Sydney time) on Friday, 22 November 2024 (unless extended). The Placement Option Offer and Retail Sub-Underwriter Option Offer are conditional upon the Company obtaining Shareholder approval at the Company’s Extraordinary General Meeting expected to be held on or around Monday, 9 December 2024. The Placement Option Offer is only open to Placement Subscribers and the Retail Sub-Underwriter Option Offer is only open to Retail SubUnderwriters. The Entitlement Offer and the Placement are being lead managed, but not underwritten, by Bell Potter Securities Limited and Taylor Collison Limited. IMPORTANT INFORMATION This Prospectus is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser. The securities offered under this Prospectus should be considered as speculative. THE DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY Not for release to US wire services or distribution in the United States except by the Company to accredited investors amtl0001_2400034_047.docx IMPORTANT NOTICES Prospectus This Prospectus relates to: • an offer of new fully paid ordinary shares (New Shares) and attaching Entitlement Options in Amplia Therapeutics Limited ACN 165 160 841 (ASX: ATX) (Amplia or Company) under the Entitlement Offer; • the Placement Option Offer, being a conditional offer of Placement Options to participants in the Placement and Director Placement that is being undertaken by the Company; • the offer of Shortfall Securities under the Entitlement Offer that are not applied for by Eligible Shareholders under this Prospectus (Shortfall Offer). See Section 4.6 for further details; and • the Retail Sub-Underwriter Option Offer, being a conditional offer of Retail Sub-Underwriter Options to Retail SubUnderwriters. The Entitlement Offer, Placement Option Offer, Shortfall Offer and Retail Sub-Underwriter Option Offer are referred to as the Offers or the Capital Raising. The Retail Entitlement Offer (but not the Institutional Entitlement Offer or Placement) is underwritten by the Lead Managers. This Prospectus is dated 1 November 2024 (Prospectus Date) and was lodged with the Australian Securities and Investments Commission (ASIC) on that date. This Prospectus replaces the prospectus lodged by the Company on 30 October 2024 (Original Prospectus) The expiry date of the Prospectus is 5.00pm (Sydney time) on the date that is 13 months after the date of the Original Prospectus (Expiry Date). No securities will be issued on the basis of this Prospectus after the Expiry Date. This Prospectus is a ‘transaction-specific’ prospectus to which the special content rules under section 713 of the Corporations Act 2001 (Corporations Act) apply. This allows the issue of a concise prospectus in relation to an offer of securities, or options to acquire securities, in a class which has been continuously quoted by the Australian Securities Exchange (ASX) in the three months prior to the date of the prospectus. This Prospectus does not include all of the information that would be disclosed for an initial public offering of securities. An application for quotation of the New Shares and Options will be made to ASX within 7 days after the date of the Original Prospectus. ASX maintains a database of publicly available information issued by the Company as a disclosing entity. None of ASIC, ASX or their respective officers, take any responsibility for the contents of this Prospectus or the merits of the securities to which this Prospectus relates. Replacement Prospectus This Replacement Prospectus is being issued as a result of the entry into the Underwriting Agreement in connection with the Retail Entitlement Offer and the new offer of Retail Sub-Underwriter Options to the Retail Sub-Underwriters. Note 2 to section 719 of the Corporations Act confirms that the power to issue a replacement prospectus is not limited to the situations dealt with in section 719(1) of the Corporations Act. The key differences between this Prospectus and the Original Prospectus are as follows: • the entry by the Company and the Lead Managers into the Underwriting Agreement in respect of the Retail Entitlement Offer; • the Retail Entitlement Offer being fully underwritten by the Lead Managers; • the offer of Retail Sub-Underwriter Options to the Retail Sub-Underwriters; and • the capping of the number of Additional New Securities that Eligible Retail Shareholders can apply for under the Top-Up Facility to an amount representing 100% of their Entitlement. These changes to the Original Prospectus are not considered by the Company to be materially adverse to investors. Accordingly, no action needs to be taken by investors who have already submitted applications under the Institutional Entitlement Offer or the Placement (including the Placement Option Offer) and there are no withdrawal rights offered pursuant to the Replacement Prospectus under section 724 of the Corporations Act. Entitlement Offer The Offers contained in this Prospectus include an invitation to Eligible Shareholders to acquire 1 New Share for every 6.45 fully paid ordinary Amplia shares (Shares) held on the Record Date, plus 3 free attaching Entitlement Options for every 4 New Shares issued to Eligible Shareholders under this Prospectus, at an offer price of $0.115 per New Share (Offer Price), to raise up to approximately $4.9 million (before costs) (Entitlement Offer). Each Entitlement Option issued pursuant to this Prospectus will have an exercise price of $0.1725 and an expiry date of 31 October 2027. The Company will apply for the Entitlement Options to be quoted on ASX. The Entitlement Offer is non-renounceable and accordingly there is no rights trading. Placement Option Offer The Offers contained in this Prospectus include an invitation to professional and sophisticated investors who participate in the Placement to acquire 3 free attaching Placement Options for every 4 New Shares issued under the Placement. The Placement Options are being offered for nil cash consideration and the Placement Option Offer is subject to Shareholder approval. The Placement is being conducted at the same Offer Price as the Entitlement Offer. The Placement Options will be issued on the same terms as the Entitlement Options: each Placement Option will have an exercise price of $0.1725 and an expiry date of 31 October 2027. The Company will apply to have the Placement Options quoted on ASX. Page |1 amtl0001_2400034_047.docx Retail Sub-Underwriter Option Offer The Offers contained in this Prospectus include an invitation to Retail Sub-Underwriters to acquire 1.75 Retail Sub-Underwriter Options for every $1.00 of Retail Sub-Underwriting Commitment. The Retail Sub-Underwriter Options are being offered for nil cash consideration and the Retail Sub-Underwriter Option Offer is subject to Shareholder approval. The Retail Sub-Underwriter Options will be issued on the same terms as the Entitlement Options and Placement Options: each Retail Sub-Underwriter Option will have an exercise price of $0.1725 and an expiry date of 31 October 2027. The Company will apply to have the Retail Sub-Underwriter Options quoted on ASX. Placement Options, Entitlement Options and Retail Sub-Underwriter Options The Placement Options, Entitlement Options and Retail Sub-Underwriter Options (together, the Options) are being offered under this Prospectus and will be issued on the same terms. The Company will apply for quotation of the Options on the ASX. Instrument 2016/80 This Prospectus has been prepared, in part, to ensure that the relief provided under ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80 (Instrument 2016/80) is available in respect of the Options. Instrument 2016/80 provides relief from the on-sale provisions of section 707 of the Corporations Act and will relieve the need for any further disclosure to be made prior to the on-sale of Shares issued following the exercise of Options, within 12 months of their date of issue. Shares issued on exercise of the Options will be able to be immediately traded on ASX (subject to the grant of quotation). Exposure period and cooling off rights No exposure period applies to this Prospectus by operation of ASIC Corporations (Exposure Period) Instrument 2016/74. Cooling off rights do not apply to an investment in New Shares or Options. You cannot withdraw your Application once it has been accepted. Obtaining a Prospectus and Entitlement and Acceptance Form Applications for New Shares and Entitlement Options (together, New Securities) offered pursuant to this Prospectus in respect of the Entitlement Offer can be submitted on an Entitlement and Acceptance Form. Eligible Shareholders will be able to access a personalised Entitlement and Acceptance Form via Computershare’s Investor Centre at www.investorcentre.com/au. The Entitlement and Acceptance Form will be accompanied by a copy of the Prospectus, which will also be available from the ASX website (www.asx.com.au). Paper copies of this Prospectus and an Entitlement and Acceptance Form can be obtained free of charge during the Offer Period by calling the Company’s share registry, Computershare Investor Services (Share Registry), from 8.30am to 5.00pm, Monday to Friday on 1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia). Electronic prospectus This Prospectus is available electronically and accompanies the Entitlement and Acceptance Form (which will be available via Computershare’s Investor Centre at www.investorcentre.com/au). Electronic versions of this Prospectus should be downloaded and read in its entirety. Applications for New Securities under the Entitlement Offer may only be made on the Entitlement and Acceptance Form by following the instructions in your personalised Entitlement and Acceptance Form. The Lead Managers will provide an Application Form for Placement Options to each participant in the Institutional Entitlement Offer and Placement (which will be accompanied by a copy of this Prospectus). Applications may only be made on the Application Form provided. Target market determination In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination as set out on the Company's website at http://www.ampliatx.com/. Investor warning The Offers contained in this Prospectus do not take into account the investment objectives, financial position and particular needs of individual investors. It is important that you read this Prospectus carefully and in full before deciding to apply for New Securities and Placement Options. In particular, you should consider the risk factors that could affect the financial performance of the Company in light of your personal circumstances and seek professional advice from your accountant, tax adviser, stockbroker, lawyer or other professional adviser before deciding to invest. No representation other than in this Prospectus No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus. Except as required by law, and only to the extent so required, neither Amplia nor any other person warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Prospectus, or on the exercise of the Options issued under this Prospectus. Risk factors Potential investors should be aware that subscribing for the New Securities, Placement Options and Retail Sub-Underwriter Options and exercising any Options involves a number of risks. The key risk factors which investors should be aware of are set out in Section 9 of this Prospectus. These risks, together with other general risks applicable to all investments in listed and unlisted securities, which are not specifically referred to, may affect the value of the New Securities and Placement Options in the future. Page |2 amtl0001_2400034_047.docx Eligible Shareholders and Offer jurisdictions The New Securities to be issued under this Prospectus in respect of the Entitlement Offer will only be offered to Eligible Shareholders at 7.00pm (Sydney time) on the Record Date. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law. Seek advice on and observe any restrictions. This Prospectus is not an offer in any place where, or to any person to whom, it would not be lawful to make the Offer. In particular, the New Shares and Options and the underlying ordinary Shares have not been, and will not be, registered under US Securities Act and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. You may only apply for New Securities in Australian dollars. You can contact the Share Registry on 1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia) from 8.30am to 5.00pm Monday to Friday, if you are an Eligible Retail Shareholder but are unable to pay for New Securities by BPAY. Financial information and forward looking statements Section 8 sets out the financial information referred to in this Prospectus and the basis of preparation of that information. Any discrepancies between totals and sums of components in tables contained in this Prospectus are due to rounding. This Prospectus contains forward looking statements which are identified by words such as “may”, “could”, “believes”, “estimates”, “expects”, “intends” and other similar words that involve risks and uncertainties. Any forward looking statements are subject to various risk factors that could cause the Company’s actual results to differ materially from the results expressed or anticipated in these statements. Forward looking statements should be read in conjunction with the risk factors set out in Section 9, and other information in this Prospectus. Defined words and expressions Some words and expressions used in this Prospectus have defined meanings. These words and expressions are defined throughout the Prospectus or in the Glossary in Section 12. A reference to $ or cents in this Prospectus is a reference to Australian currency (unless otherwise stated). A reference to time in this Prospectus is a reference to Sydney, Australia time. Photographs and diagrams Any photographs used in this Prospectus without descriptions are only for illustration. Any diagrams used in this Prospectus may not be drawn to scale. Privacy If you apply for New Securities or Placement Options, you will provide personal information to the Company and the Share Registry. The Company and the Share Registry collect, hold and use your personal information in order to assess your Application, service your needs as a holder of the Shares and Options, provide facilities and services that you request and carry out appropriate administration. Company and tax laws require some of the information to be collected. If you do not provide the information requested, your Application may not be able to be processed efficiently, or at all. Each of the Company and the Share Registry may disclose your personal information for purposes related to your Share and Option holding to each other and to their respective agents and services providers including those listed below or as otherwise authorised under the Privacy Act 1988 (Cth) (Privacy Act): • in the case of the Company, to the Share Registry for ongoing administration of the Share and Option registers; and • in the case of the Company and the Share Registry, to printers and mailing houses for the purposes of preparation and distribution of security holder information and for handling of mail. Under the Privacy Act, you may request access to your personal information held by (or on behalf of) the Company or the Share Registry. You can request access to your personal information by emailing or writing to the Company through the Share Registry: Computershare Investor Services Pty Limited Yarra Falls, 452 Johnston Street Abbotsford, VIC, Australia, 3067 privacy@computershare.com.au Page |3 amtl0001_2400034_047.docx CONTENTS Section Page Important Notice 1 Contents 4 Key Dates 5 Key Details of the Capital Raising 7 1. Corporate Directory 10 2. Chairman’s Letter 11 3. Overview of the Offers and Use of Funds 13 4. Details of the Entitlement Offer and Shortfall Offer 18 5. Details of the Placement Option Offer 22 6. Applying under the Offers 25 7. Purpose and Effect of the Offers 32 8. Financial Information 35 9. Risk Factors 37 10. Rights and Liabilities Attaching to Securities 41 11. Additional Information 45 12. Glossary 59 Page |4 amtl0001_2400034_047.docx KEY DATES The key dates in respect of the Offers are as follows. Event Date Trading halt and announcement of Offer Original Prospectus lodged with ASIC and released to ASX Wednesday, 30 October 2024 Appendix 3B lodged with ASX Institutional Opening Date Placement & Institutional Entitlement Offer opens Institutional Closing Date Placement & Institutional Entitlement Offer closes Wednesday, 30 October 2024 Thursday, 31 October 2024 Announcement of results of Placement and Institutional Entitlement Offer and trading halt lifted Lodgement of this Prospectus with ASIC and ASX Friday, 1 November 2024 Opening of Retail Sub-Underwriter Option Offer Record date for Entitlement Offer (7.00pm Sydney time) Friday, 1 November 2024 Settlement of New Shares issued under the Placement and Institutional Entitlement Offer Wednesday, 6 November 2024 Retail Opening Date Prospectus and Entitlement and Acceptance Forms made available to Eligible Retail Shareholders and Retail Entitlement Offer opens Issue of New Shares under the Placement and Institutional Entitlement Offer and Entitlement Options under the Institutional Entitlement Offer Retail Closing Date Retail Entitlement Offer closes (5.00pm Sydney time) Announcement of results of Retail Entitlement Offer Settlement of Retail Entitlement Offer Closing of Retail Sub-Underwriter Option Offer Wednesday, 6 November 2024 Thursday, 7 November 2024 Friday, 22 November 2024 Wednesday, 27 November 2024 Thursday, 28 November 2024 Issue of New Shares and Entitlement Options under the Retail Entitlement Offer Friday, 29 November 2024 Commencement of trading of New Shares issued under the Retail Entitlement Offer Monday, 2 December 2024 Extraordinary General Meeting to approve issue of Placement Options to Placement Subscribers, Retail Sub-Underwriter On or around Monday, 9 December 2024 Page |5 amtl0001_2400034_047.docx Event Date Options to Retail Sub-Underwriters and Lead Manager Options to the Lead Managers Allotment of Placement Options to Placement Subscribers, Retail Sub-Underwriter Options to Retail Sub-Underwriters and Lead Manager Options to the Lead Managers, or nominee(s) (subject to Shareholder approval) On or around Tuesday, 10 December 2024 Commencement of trading of Options (subject to satisfaction of quotation conditions) On or around Thursday, 12 December 2024 Amplia reserves the right to vary these times and dates, by agreement with the Lead Managers. All times are Sydney times. Page |6 amtl0001_2400034_047.docx KEY DETAILS OF THE CAPITAL RAISING Entitlement Offer Entitlement Offer ratio 1 New Share for every 6.45 Shares held by Eligible Shareholders on the Record Date (1 November 2024) together with 3 Entitlement Options for every 4 New Shares issued Offer Price $0.115 (11.5 cents) per New Share Number of New Shares offered under the Entitlement Offer (including any Shortfall) Up to 42,604,389 Number of New Shares offered under the Institutional Entitlement Offer Approximately 15,892,677 Note: the Institutional Entitlement Offer is not underwritten Proceeds of the Institutional Entitlement Offer Approximately $1,827,658 Number of New Shares offer under the Retail Entitlement Offer Approximately 26,711,712 Note: the Retail Entitlement Offer is underwritten Proceeds of the Retail Entitlement Offer Approximately $3,071,847 Number of Entitlement Options offered under the Entitlement Offer Up to 31,953,292 Proceeds of the Entitlement Offer (before costs) Up to $4,899,505 Placement & Director Placement Number of New Shares offered under the Placement at the Offer Price Up to 67,723,015 Proceeds of the Placement (before costs) Up to $7,788,147 Number of Placement Options offered under the Placement Option Offer (excluding to Directors) Up to 50,792,261 Number of New Shares offered under the Director Placement at the Offer Price 2,826,087 Proceeds of the Director Placement (before costs) $325,000 Number of Placement Options offered under the Placement Option Offer issued to Directors 2,119,261 Retail Sub-Underwriter Options Number of Retail Sub-Underwriter Options offered under the Retail Sub-Underwriter Option Offer Up to 5,433,750 Lead Manager Options Page |7 amtl0001_2400034_047.docx Number of Lead Manager Options to be issued to the Lead Managers (subject to Shareholder approval) Up to 5,250,000 Note: the offer and issue of Lead Manager Options is not being made under this Prospectus Capital Raising Proceeds of the Capital Raising (before costs, assuming full subscription and approval of the Director Placement) Up to $13,012,651 Shares on issue as at the Prospectus Date 274,798,312 Shares on issue on completion of the Capital Raising 387,951,803 Options on issue as at the Prospectus Date 15,701,000 Options issued under Capital Raising (assuming full subscription) 90,298,868 Lead Manager Options issued to the Lead Managers (assuming the maximum amount of Lead Manager Options are issued) 5,250,000 Options on issue on completion of the Capital Raising (assuming full subscription and Shareholder approval of the Placement Option Offer) 111,249,868 Notes: Assumes full subscription and Shareholder approval of the Director Placement and Retail SubUnderwriter Option Offer. Final numbers will vary slightly as a result of rounding. Provision of documents Eligible Shareholders who have elected to receive documents electronically from the Company will receive online access to the Prospectus and their personalised Entitlement and Acceptance Form (which accompanies the Prospectus) by email. Eligible Shareholders who have not elected to receive electronic communications will be posted a letter detailing how to access their personalised Entitlement and Acceptance Form (and the accompanying Prospectus) via Computershare’s Investor Centre at www.investorcentre.com/au or, alternatively, how to request paper copies of this Prospectus and their personalised Entitlement and Acceptance Form. Information availability Eligible Shareholders can obtain a copy of this Prospectus from the Company’s website, the ASX website (www.asx.com.au) or by phoning the Share Registry on 1300 855 080 (within Australia) or +61 3 9415 4000 (outside Australia) from 8.30am to 5.00pm (Sydney time) Monday to Friday until the Retail Closing Date. The Prospectus will accompany the Entitlement and Acceptance Form, which is made available to Eligible Retail Shareholders via Computershare’s Investor Centre. Contact details are provided in the Corporate Directory. Shareholders who access the electronic version of this Prospectus should ensure that they download and read the entire Prospectus. The Entitlement and Acceptance Form attached to the Prospectus must be used within Australia and New Zealand only. Enquiries Page |8 amtl0001_2400034_047.docx For further information please contact the Company at info@ampliatx.com or the Company Secretary on andrew@ampliatx.com. Alternatively, contact your stockbroker, solicitor, accountant or other professional adviser. Page |9 amtl0001_2400034_047.docx 1 CORPORATE DIRECTORY Amplia Therapeutics Limited (ASX Code: ATX) Directors Registered Office Dr Warwick Tong (Non-Executive Chair) Level 17, 350 Queen Street Melbourne VIC 3000 Dr Christopher Burns (Managing Director, CEO) Dr Robert Peach (Non-Executive Director) Mrs Jane Bell (Non-Executive Director) Email: info@ampliatx.com Website: www.ampliatx.com Company Secretary Lead Managers Mr Andrew Cooke andrew@ampliatx.com Bell Potter Securities Limited Level 29, 101 Collins Street Melbourne VIC 3000 Chief Financial Officer Mr Tim Luscombe Taylor Collison Limited Level 10, 151 Macquarie Street Sydney NSW 2000 Share Registry Australian Legal Adviser Computershare Investor Services Pty Limited Yarra Falls, 452 Johnston Street Abbotsford VIC 3067 Becketts Lawyers Pty Ltd Level 34, 120 Collins Street Melbourne VIC 3000 Website: www.computershare.com/au Computershare’s Investor Centre Auditor* www.investorcentre.com.au Grant Thornton Level 22, Tower 5 Collins Square, 727 Collins Street Melbourne VIC 3008 *The Auditor is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus. P a g e | 10 amtl0001_2400034_047.docx CHAIRMAN’S LETTER 2 Dear Shareholder On behalf of the Directors of Amplia, it is my pleasure to invite you to participate in the Offers. Overview of Capital Raising The Company is raising gross proceeds of up to $13.0 million before costs, by way of: • an institutional placement of New Shares to professional and sophisticated investors at the Offer Price of $0.115 (11.5 cents) per New Share to raise up to approximately $7.8 million (Placement); • a pro rata, accelerated, non-renounceable entitlement offer of one New Share for every 6.45 Shares held by Eligible Shareholders at 7.00pm (Sydney time) on Friday, 1 November 2024 (Record Date), at the Offer Price to raise up to approximately $4.9 million, comprised of: • o the Institutional Entitlement Offer that is expected to raise up to approximately $1.8 million, being an offer to Eligible Institutional Shareholders; and o the Retail Entitlement Offer that is expected to raise up to approximately $3.1 million, being an offer to Eligible Retail Shareholders; and a placement of New Shares to the Amplia Directors to raise approximately $0.3 million in aggregate, conditional on Shareholder approval at an Extraordinary General Meeting to be held in early December 2024 (Director Placement). In addition: • for every four New Shares that are issued pursuant to the Entitlement Offer and Placement, participants will be issued three new free attaching options for nil cash consideration (Options); and • the Retail Sub-Underwriters will be offered 1.75 Retail Sub-Underwriter Options for every $1.00 worth of Retail Sub-Underwriting Commitment that they commit to. Each Option issued under the Entitlement Offer, Placement and Retail Sub-Underwriter Option Offer will entitle the holder to subscribe for one Share at an exercise price of $0.1725 (17.25 cents). The Options will an expiry date of 31 October 2027. The Company will apply for the Options to be quoted on ASX. The Placement Option Offer is conditional on Shareholder approval, to be considered at the Extraordinary General Meeting. Results of the Institutional Entitlement Offer and Placement and underwriting of Retail Entitlement Offer On 1 November 2024 (the date of this replacement Prospectus), the Company announced: • the results of the Institutional Entitlement Offer and Placement, confirming that it had received commitments for 100% of the amount sought under the Institutional Entitlement Offer and Placement; • that it had entered into an Underwriting Agreement with the Lead Managers with respect to the Retail Entitlement Offer; and • that it had resolved to make the Retail Sub-Underwriter Option Offer to the Retail Sub-Underwriters on the terms set out in this Prospectus. P a g e | 11 amtl0001_2400034_047.docx Replacement Prospectus As a result of entry into the Underwriting Agreement and making the Retail Sub-Underwriter Option Offer to the Retail Sub-Underwriters, this replacement Prospectus is required to be lodged with ASIC and ASX. The key differences between the Original Prospectus and this Replacement Prospectus are set out in the Important Notices. These changes to the Original Prospectus are not considered by the Co