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BIOTRON LIMITED — Capital/Financing Update 2025
Nov 25, 2025
64528_rns_2025-11-25_48632483-a766-4753-bde3-31b74301a21a.pdf
Capital/Financing Update
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Level 2, 66 Hunter Street Sydney NSW 2000 Tel: (61-2) 9300 3344 Fax: (61-2) 9221 6333 E-mail: [email protected] Website: www.biotron.com.au
26 November 2025
Listing Compliance ASX Compliance Pty Ltd 20 Bridge Street Sydney NSW 2000
Dispatch of prospectus and offer open
Biotron Limited (ASX:BIT) ( Biotron or the Company ) refers to the non-renounceable entitlement offer first announced on 15 October 2025. The Company confirms that the prospectus and personalised entitlement and acceptance forms have been sent to eligible shareholders, and that the Rights Issue is now open. Accompanying this announcement is the target market statement for the attaching options.
Also accompanying this announcement is the letter to ineligible shareholders.
The rights issue closes on 12 December 2025 (unless extended in accordance with the Listing Rules).
This announcement has been authorised for release to the market by the Managing Director.
For more information please contact:
Enquiries: Dr Michelle Miller Marcelo Mora Managing Director Company Secretary +61-(0) 41231 3329 +(612) 9300 3344
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TARGET MARKET DETERMINATION
Made by:
Biotron Limited (ACN 086 399 144) of level 2, 66 Hunter Street, Sydney, New South Wales 2000 ( Company )
Product: Attaching options issued in connection with the issue of fully paid ordinary shares in the capital of the Company ( Shares ) under a prospectus dated 15 October 2025 ( Options )
Effective date: 26 November 2025
This target market determination ( TMD ) has been prepared by the Company in relation to an offer to issue the Options made by the Company under a rights issue of Shares and attaching Options ( Rights Issue ) under a prospectus dated 15 October 2025 ( Prospectus ). A copy of the Prospectus is available on the Company’s website, www.biotron.com.au.
The offer is made under, or accompanied by, a copy of the Prospectus. Any recipient of this TMD should carefully read and consider the Prospectus in full and consult their professional adviser if they have any questions regarding the contents of the Prospectus. Any recipient of this TMD who wants to acquire Options under the Rights Issue will need to complete the application form that will be in, or will accompany, the Prospectus. There is no cooling off period in respect of the issue of the Options. This TMD is not a disclosure document for the purposes of the Corporations Act 2001 (Cth), and therefore has not been lodged, and does not require lodgement, with the Australian Securities and Investments Commission (ASIC).
This TMD does not take into account what you currently have, or what you want and need, for your financial future. It is important for you to consider these matters and read the Prospectus before you make an investment decision. The Company is not licensed to provide financial product advice in relation to the Options.
1 TARGET MARKET
| Factor | Target market |
|---|---|
| Investment Objective |
The Company expects that an investment in Options will be suitable to investors who wish to gain exposure to equities in a micro-cap biotechnology company listed on the Australian Securities Exchange (ASX). Particularly, it will be those investors that are allocated Shares pursuant to the offer made by the Company under the Prospectus. |
MM:pjn12800 Target market statement (KPC00186898-003)
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| Factor | Target market |
|---|---|
| Investment Timeframe |
The target market of investors will take a short to medium term outlook on their investment. Investors with a short-term outlook for their investment will benefit from exercising the Options and trading the underlying Shares issued on exercise should the Option exercise price of the Options be lower than the trading price of Shares. Investors with a medium-term outlook will benefit from an ability to exercise Options within the term of the Options and increase their shareholding and exposure to the potential upside in the Company’s Shares into the future. Given the need to pay the exercise price in order to acquire Shares, Investors in the target market are in a financial position that is sufficient for them to invest their funds on exercise the Options over the term of the Options, during which their ability to liquidate their Options in the Company may be limited by a lack of liquidity in the Options and by the trading price of Shares. |
| Investment Metrics |
While the Company does not have an established eligibility framework for investors based on metrics such as age, expected return or volatility, it is expected that the target market of investors will be able to withstand significant fluctuations in the value of their investment. The Options have no guaranteed income or capital protection. |
| Risk | The Company considers that an investment in the Options is highly speculative, such that an investment in the Company is not appropriate for an investor who would not be able to bear a loss of some or all of the investment. Investors should also have a sufficient level of financial literacy and resources (either alone or in conjunction with an appropriate adviser) to understand and appreciate the risks of investing in Options as an asset class generally and the more specific risks of investing in an Australian listed exploration company. |
2 DISTRIBUTION CONDITIONS
The offer of Options under the Prospectus is being made to holders of Shares on the record date (21 November 2025) resident in Australia or New Zealand, and applicants identified by the Company.
The Prospectus will include jurisdictional conditions on eligibility. The Company will also include copy of this TMD on its website.
MM:pjn12800 Target market statement (KPC00186898-003)
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The Company considers that these distribution conditions will ensure that persons who invest in Options fall within the target market in circumstances where personal advice is not being provided to those persons by the Company.
3 REVIEW TRIGGERS
The Options are being offered for a limited offer period as set out in the Prospectus, after the conclusion of which the Options will no longer be available for investment by way of issue. It follows that the TMD will only apply in the period between the commencement of the offer of the Options and the issue of the Options shortly after the close of the offer of shortfall securities under the Prospectus ( Offer Period ).
To allow the Company to determine whether circumstances exist that indicate this TMD is no longer appropriate to the Options and should be reviewed, the following review triggers apply for the Offer Period:
-
(a) a new offer of Options that requires preparation of a disclosure document is made after completion of the Offer Period;
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(b) any event or circumstance that would materially change a factor taken into account in making this TMD;
-
(c) the existence of a significant dealing of the Options that is not consistent with this TMD. The Company does not consider that an on-sale of the Options on market is a significant dealing;
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(d) ASIC raises concerns with the Company regarding the adequacy of the design or distribution of the Options or this TMD; and
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(e) material changes to the regulatory environment that applies to an investment in the Options.
4 REVIEW PERIOD
If a review trigger occurs during the Offer Period, the Company will undertake a review of the TMD in light of the review trigger.
The Company will otherwise complete a review of the TMD immediately prior to the issue of Options under the offer.
5 INFORMATION REPORTING
The reporting requirements of all distributors is set out in the table below.
MM:pjn12800 Target market statement (KPC00186898-003)
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| Reporting requirement | Period for reporting to the Company by the distributor |
Information to be provided |
|---|---|---|
| Whether the distributor received complaints about the Options. |
(a) For such time as the Offer Period remains open, within 10 business days after the end of each quarter. (b) Within 10 business days after the end of the Offer Period. |
(a) The number of complaints received. (b) A summary of the nature of each complaint or a copy of each complaint. |
| A significant dealing of the Options that is not consistent with this TMD. |
As soon as reasonably practicable after the significant dealing occurs, but in any event no later than 10 business days after the significant dealing occurs. |
(a) Details of the significant dealing. (b) Reasons why the distributor considers that the significant dealing is not consistent with this TMD. |
| A summary of the steps taken by the distributor to ensure that its conduct was consistent with this TMD. |
Within 10 business days after the end of the offer of Shares in accordance with the Prospectus. |
A summary of the steps taken by the distributor to ensure that its conduct was consistent with this TMD. |
6 CONTACT DETAILS
Contact details in respect of this TMD for the Company are:
Marcelo Mora, Company Secretary
Email: [email protected]
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MM:pjn12800 Target market statement (KPC00186898-003)
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Level 2, 66 Hunter Street Sydney NSW 2000 Tel: (61-2) 9300 3344 Fax: (61-2) 9221 6333 E-mail: [email protected] Website: www.biotron.com.au
26 November 2025
[ineligible shareholder]
Dear Shareholder,
Non-Renounceable Rights Issue – letter to ineligible shareholders
On 15 October 2025 Biotron Limited ( Company ) announced a non-renounceable pro rata offer of approximately 500 million fully paid ordinary shares ( New Shares ), together with 1 attaching option ($0.02 expiring 24 November 2027) for every 2 New Shares issued, at an issue price of $0.003 per New Share to raise up to approximately $1.5 million (before costs) ( Rights Issue ).
The Rights Issue is offered to holders of the Company’s fully paid shares held as at 7pm (AEST) on 21 November 2025 ( Record Date ) with a registered address in Australia or New Zealand.
The Company has decided that it would be impractical to make offers under the Rights Issue to shareholders with a registered address outside Australia or New Zealand ( Ineligible Shareholders ), having regard to the number of such shareholders, their holdings and the compliance costs required to offer the Shares under the Rights Issue to those shareholders.
Unfortunately, since you are an Ineligible Shareholder, no offer is being made to you and the offer document prepared by the Company in relation to the Rights Issue will not be sent to you. This letter is neither an offer to issue new shares to you, nor an invitation for you to apply for new shares, and you do not have to take any further action in relation to the Rights Issue.
Please contact the Company Secretary (02) 9300 3344 if you have any queries.
Yours faithfully
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Marcelo Mora Company Secretary
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