ADALTA LIMITED — Capital/Financing Update 2019

May 22, 2019

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

ADALTA LIMITED ABN 92 120 332 925

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	(1) Fully Paid Ordinary Shares (2) Options
	AdAlta will issue up to 13,364,150 fully paid ordinary shares under a pro-rata non-renounceable entitlement issue on a basis of 1 New Share for every 8.8 Existing Shares held and 1 New Option for every 2 New Shares subscribed for being up to approximately 6,682,075 Options exercisable at $0.25 on or before 30 June 2021 as announced to ASX on 23 May 2019 (Entitlement Offer). The final number of New Shares issued in accordance with the Entitlement Offer will be subject to the determination of the Company and holding reconciliation and rounding.
	(1) Fully Paid Ordinary Shares (2) Options, exercisable at $0.25 expiring on 30 June 2021

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in_ relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)	(1) Yes (2) No - Upon exercise of options, securities will rank equally with existing fully paid ordinary shares
	(1) $0.15 (2) Nil
	Proceeds will be used for - completing the manufacturing processes for AD- 214 to GMP standard (good manufacturing practice) - AD-214 pre-clinical studies in fibrosis and safety in non-human primates (good laboratory practice (GLP) toxicology studies); - AD-214 phase 1 trial; - Expansion of i-body pipeline and partnering transactions; - General working capital; and - Cost of the offer.
	Yes
	28 November 2018
	Nil
	Nil
	Nil

6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and+class of all+securities quoted on ASX (_including_the securities in section 2 if applicable)	13,364,150 fully paid ordinary shares under a pro-rata non- renounceable entitlement issue on a basis of 1 New Share for every 8.8 existing Shares held and 1 New Option for every 2 New Shares subscribed for being 6,682,075 options	13,364,150 fully paid ordinary shares under a pro-rata non- renounceable entitlement issue on a basis of 1 New Share for every 8.8 existing Shares held and 1 New Option for every 2 New Shares subscribed for being 6,682,075 options
	N/A
	N/A
	7.1 17,640,678 7.1A 11,760,452
	Anticipated to be 17 June 2019
	Number	+Class
	Assuming that the Maximum number of shares offered under the Entitlement Issue is issued 130,380,262 shares on issue after completion of the Entitlement Issue	Ordinary fully paid shares

• See chapter 19 for defined terms.

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Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	588,411 234,472 600,000 775,000 650,000 350,000 350,000 200,000 375,000 200,000 620,535 Maximum number of Options offered under the Entitlement Issue is issued, there will be 6,682,075 options on issue after completion of the Entitlement Issue.	Ordinary shares subject to a Holding Lock Unlisted options exercisable at 17 cents and expiring 1 November 2020* (1ADAD) Unlisted options exercisable at 17 cents and expiring 16 October 2020 (1ADAD) Unlisted options exercisable at 25 cents and expiring 14 November 2021 (1ADAD) Unlisted options exercisable at 50 cents and expiring 14 November 2021 (1ADAD) Unlisted options exercisable at 75 cents and expiring 14 November 2021 (1ADAD) Unlisted options exercisable at 1 dollar and expiring 14 November 2021 (1ADAD) Unlisted options exercisable at 31 cents and expiring 30 September 2022 (1ADAD) Unlisted options exercisable at 25 cents and expiring 1 November 2022 (1ADAD) Unlisted options exercisable at 31 cents and expiring 30 September 2021 (1ADAD) Unlisted options exercisable at 24 cents and expiring 27 February 2022 (1ADAD) Options, exercisable at $0.25 expiring on 30 June 2021
	N/A

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue	No, shareholder approval is not required for the EntitlementIssue
	Non-renounceable
	1 New Share for every 8.8 existing Shares held and 1 New Option for every 2 New Shares subscribed for under the EntitlementIssue.
	(1) Fully Paid Ordinary Shares (2) Options, exercisable at $0.25 expiring on 30 June 2021
	7.00PM (Melbourne time) 28 May 2019
	No
	Any fractional entitlement to a new share will be rounded up to the nearest whole new share.
	All countries other than Australia and New Zealand
	12 June 2019
	N/A
	N/A
	Bell Potter Securities Limited and Aurenda Partners are Joint Lead Managers
	The Joint Lead Managers will be paid a 7% fee of gross amount raised by the Joint Lead Managers under the Entitlement Offer

• See chapter 19 for defined terms.

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24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on+security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A
	N/A
	31 May 2019
	23 May 2019
	N/A
	N/A
	N/A
	N/A
	N/A
	Anticipated to be 17 June 2019

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one ) (a) Securities described in Part 1 X (1) Fully Paid Ordinary Shares Only

• (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35[If the ] +securities, and the number and percentage of additional[+][securities are ][+][equity securities, the names of the 20 largest holders of the additional ] +securities held by those holders 36[If the ][+][securities are ][+][equity securities, a distribution schedule of the additional ][+][securities setting ] out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

38 Number of securities for which[+] quotation is sought 39 Class of[+] securities for which quotation is sought

• See chapter 19 for defined terms.

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40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number +Class

• 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Print name:

Cameron Jones Date: 23 May 2019 (Company secretary)

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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----- Start of picture text -----

Insert number of fully paid ordinary securities on 101,845,845
issue 12 months before date of issue or agreement
to issue
Add the following:
• Number of fully paid ordinary securities issued 1,592,011 (15 August 2018) (SPP)
in that 12 month period under an exception in
rule 7.2 522,450 (28 November 2018)
• Number of fully paid ordinary securities issued 13,644,217 – Private Placement (19 July 2018)
in that 12 month period with shareholder
approval Ratified by shareholders on 28 November 2018
• Number of partly paid ordinary securities that
became fully paid in that 12 month period
Note:
• Include only ordinary securities here – other
classes of equity securities cannot be added
• Include here (if applicable) the securities the
subject of the Appendix 3B to which this form is
annexed
• It may be useful to set out issues of securities
on different dates as separate line items
Subtract the number of fully paid ordinary 0
securities cancelled during that 12 month period
“A” 117,604,523
----- End of picture text -----

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	17,640,678
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period_not counting_ those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	0
“C”	0
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	17,640,678
Subtract“C” Note: number must be same as shown in Step 3	0
Total[“A” x 0.15] – “C”	17,640,678 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

art 2	art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	117,604,523
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	11,760,452
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	0
“E”	0

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	11,760,452
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	11,760,452 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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