BIOTRON LIMITED — Capital/Financing Update 2018

Jun 13, 2018

Level 2, 66 Hunter Street SYDNEY NSW 2000 AUSTRALIA

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Telephone: +61 2 9300 3344 Facsimile: +61 2 9221 6333 E-mail: pnightingale@biotron.com.au Website: www.biotron.com.au

14 June 2018

The Manager Companies ASX Limited 20 Bridge Street SYDNEY NSW 2000

(14 pages by email)

Dear Madam,

NEW ISSUE ANNOUNCEMENT

The Company is pleased to announce that, it has today allotted and issued 98,078,690 New Shares and 98,078,690 attaching Options under the Renounceable Rights Issue Offer as announced on 10 May 2018.

Following a high interest on the recently announced Renounceable Rights Issue, the Company today allotted a further 12,007,777 Shares and 12,007,777 attaching Options under a Share Placement Offer. The Placement Offer was undertaken under the same terms as the Renounceable Rights Issue with an issue price of $0.015 per share and a attaching listed option, raising $180,116 (before costs). The options have a strike price of 5 cents and expire on 12 December 2019.

In addition, the Company also issued 6 million options to CPS Capital Group Pty Ltd or its nominees in accordance to the mandate to act as the Lead Manager and Underwriter for the Renounceable Rights Issue. The options are issued under the same terms as those offered under the Renounceable Rights Issue.

In accordance with section 708A(6) of the Corporations Act 2001 (Cth) (Corporations Act), the Company gives notice under paragraph 5(e) that:

1. The shares will be issued under a placement without disclosure to investors under Part 6D.2 of the Corporations Act.

2. As at the date of this notice:

3. (a) the Company has complied with the provisions of Chapter 2M of the Corporations Act;

4. (b) the Company has complied with section 674 of the Corporations Act; and

5. (c) there is no 'excluded information' within the meaning of sections 708A(7) and 708A(8) of the Corporations Act which is required to be disclosed under section 708A(6)(e) of the Corporations Act.

In accordance with Listing Rule 3.10, I attach an Appendix 3B - New Issue Announcement, Application for Quotation of Additional Securities.

Yours sincerely

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Peter J. Nightingale Company Secretary

pjn9431

2

Appendix 3B New issue announcement

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, 04/03/13

Name of entity

Biotron Limited

ABN

60 086 399 144

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 (e.g. 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.Listed12/12/19 5 cent options.
	1. 12,007,777 2. 18,007,777
	1. Fully paid ordinary shares ranking pari passu with existing ordinary shares. 2. Options, each to be acquire 1 fully paid ordinary share at any time up to 12 December 2019 for 5 cents.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

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

• the date from which they do

• Yes.

• No. The options do not entitle the holder to participate in dividends until they are exercised to be issued a fully paid ordinary share which will then rank pari passu with existing ordinary shares.

 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

• $0.015 per share.

• No additional consideration.

• 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

12,007,777 Shares and 12,007,777 Options were issued under the Company’s 15% capacity for the purposes as set out in the Company’s Prospectus dated 10 May 2018. 6,000,000 Options were issued to CPS Capital Group Pty Ltd or its Nominees in accordance with the mandate to act as the Lead Manager and Underwriter for the Renounceable Rights Issue as announced on 10 May 2018.

• 6a Is the entity an[+] eligible entity that has obtained security holder approval under rule 7.1A?

No.

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 N/A. resolution under rule 7.1A was passed

• 6c Number of[+] securities issued N/A. without security holder approval under rule 7.1

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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) 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 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	7.1 – 43,545,846. 7.1A - N/A.
	14 June 2018.
	Number	+Class
	502,417,116 78,429,130 116,086,467	Fully paid ordinary shares. 30/11/18 6 cent options. 12/12/19 5 centoptions.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 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) art 2 - 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 offer 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	Number +Class
	2,000,000 3,000,000 30/11/18 15 cent options. 30/11/18 18 cent options.
	Remains unchanged.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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 offer documents 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 +Issue date	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.
	N/A.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

• (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 are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

N/A.

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

40 Do the[+] securities rank equally in all respects from the[+] issue date 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)

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 is not available now, we 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.

Sign here: Company Secretary Print name: Peter J. Nightingale == == == == ==

Date: 14 June 2018

• See chapter 19 for defined terms.

04/03/2013

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

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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Insert number of fully paid [+] ordinary 313,839,853
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an
176,569,486
exception in rule 7.2
• Number of fully paid [+] ordinary securities
issued in that 12 month period with 0
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period 0
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
securities cancelled during that 12 month
0
period
“A” 490,409,339
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 73,561,400
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1
that has already been used
Insert number of [+] equity securities issued 14 June 2018 – 12,007,777 fully paid
or agreed to be issued in that 12 month ordinary shares – Share Placement
period not counting those issued:
• Under an exception in rule 7.2
14 June 2018 – 18,007,777 $0.05 12
• Under rule 7.1A December 2019 listed options.
• 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
“C” 30,015,554
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 73,561,400
Note: number must be same as shown in
Step 2
Subtract “C”
Note: number must be same as shown in 30,015,554
Step 3
Total [“A” x 0.15] – “C” 43,545,846
[Note: this is the remaining placement
capacity under rule 7.1]
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

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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
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
Insert number 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
“E”
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Appendix 3B Page 12