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ENTROPY NEURODYNAMICS LIMITED Director's Dealing 2023

Nov 30, 2023

64855_rns_2023-11-30_ce13b183-e776-42d8-81fc-91b9a8515de7.pdf

Director's Dealing

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ASX Announcement

Melbourne, Australia, 01 December 2023

Correction to Director Interest Notices

Genetic medicine and exosome-based drug-delivery company Exopharm Limited (ASX: EX1) advises of the change in Mr Barlow’s interests as follows:

  1. Allotment of 10,000,000 Director Options on 1 December 2023, following Shareholder approval of the proposed allotment on 23 November 2023; and

  2. 20,000 previously held Shares, which were not historically disclosed due to an administrative oversight by the Director.

It has come to the Company’s attention that 10,000 Shares acquired during the Company’s IPO in 2018 and held by Mr Barlow, in trust for a dependent family member, were omitted from Mr Barlow’s Appendix 3X dated 22 February 2023 due to an administrative oversight by the Director.

This oversight further resulted in the omission of disclosure of an additional 10,000 Shares purchased pursuant to the pro rata non-renounceable entitlement offer that closed on 20 April 2023 in respect of that same holding.

The above discrepancy has therefore been omitted from the original Appendix 3X and subsequent Appendix 3Ys, including Mr Barlow’s Appendix 3Y lodged with the ASX on 22 June 2023.

As soon as the oversight was identified and confirmed with the Director, the attached notices were prepared and lodged with the ASX. The Company considers the discrepancies noted above to be an isolated incident.

Further to the above, the Company attaches the following announcements as outlined in the following order:

  1. Corrected Appendix 3X (Initial Director’s Interest Notice), to replace the notice dated 22 February 2023;

  2. Appendix 3Y (Change in Director’s Interest Notice), which should have been lodged with the ASX between 28 April – 5 May 2023; and

  3. Corrected Appendix 3Y (Change in Director’s Interest Notice), to replace the notice dated 22 June 2023.

EXOPHARM LIMITED ACN: 163 765 991 ASX:EX1 Address: Level 17, 31 Queen Street Melbourne 3000 Telephone: 03 9111 0026 Email: [email protected] Web: www.exopharm.com

The Company and the Directors are aware of their obligation under Listing Rules 3.19A and 3.19B to provide the necessary information to the Company to meet its disclosure requirements. The Company is committed to maintaining a high standard of corporate governance practices and ensuring its compliance with the ASX Listing Rules. The Company is confident that the processes it has in place will ensure compliance with Listing Rules 3.19A and 3.19B.

The Company also separately attaches a current Appendix 3Y for Mr Barlow to notify the change of Director’s Interest following the issue of the 10,000,000 Director Options approved by Shareholders at the AGM held 23 November 2023. This Appendix 3Y will follow this announcement.

By Non-Executive Director, Clarke Barlow – this release has been authorised by Mr Barlow.

Company and Media Enquiries:

Join our mailing list to receive updates: http://exo.ph/ExoMails www.exopharm.com P: +61 (0)3 9111 0026

Ian Dixon Tel: +61 418 561 907 Managing Director [email protected]

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ABOUT EXOPHARM

Exopharm (ASX:EX1) is a leader in advanced manufacturing technologies for exosome-based medicines.

Exosomes can be loaded with a variety of active pharmaceutical ingredients (APIs) and can be targeted to selected cell-types and tissue types, improving the safety-profile of the APIs and providing better treatments. Exosomes can be used to deliver small molecule drugs, mRNA, DNA and other types of APIs.

Exosomes are an alternative means of drug-delivery inside the body, alongside technologies such as lipid nanoparticles (LNP), cell-penetrating peptides, viral vectors and liposomes.

Exopharm’s exosome technologies solve important needs for the success of exosome medicines – LEAP manufacturing technology, LOAD API loading technologies and EVPS tropism technologies.

Exosome-based medicines could improve the treatment of many chronic or inherited medical conditions.

Exopharm is making its proprietary technologies available to pharmaceutical and biotechnology companies that want to harness exosome-delivery for their own products.

FORWARD LOOKING STATEMENTS

This announcement contains forward-looking statements which incorporate an element of uncertainty or risk, such as ‘intends’, ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘aims’, ‘plans’ or ‘expects’. These statements are based on an evaluation of current corporate estimates, economic and operating conditions, as well as assumptions regarding future events. These events are, as at the date of this announcement, expected to take place, but there cannot be any guarantee that such events will occur as anticipated or at all given that many of the events are outside of Exopharm’s control or subject to the success of the Development Program. Furthermore, the Company is subject to several risks as disclosed in the Prospectus dated 23 March 2023.

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Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X – Amended

Initial Director’s Interest Notice

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 30/9/2001.

Name of entity: Exopharm Limited (ASX: EX1)
ABN: 78 163 765 991

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Mr Clarke Barlow
Date of appointment 22 February 2023

Part 1 - Director’s relevant interests in securities of which the director is the registered holder In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

10,000 Fully Paid Ordinary Shares

  • See chapter 19 for defined terms.

Appendix 3X Page 1

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest
Note: Provide details of the circumstances giving rise to
the relevant interest.
N/A
Number & class of Securities
Nil

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract N/A
Nature of interest N/A
Name of registered holder
(if issued securities)
N/A
No. and class of securities to which
interest relates
N/A
  • See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y – Historic Lodgement

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Exopharm Limited
ABN 78 163 765 991

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Clarke Barlow
Date of last notice 22 February 2023

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
N/A
Date of change 28 April 2023
No. of securities held prior to change 10,000 Fully Paid Ordinary Shares
Class Fully Paid Ordinary Shares
Number acquired 10,000
Number disposed Nil
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation
$0.01 per Share
No. of securities held after change 20,000 Fully Paid Ordinary Shares
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation in buy-back
Rights issue acceptance.
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

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Detail of contract N/A
Nature of interest N/A
Name of registered holder N/A
(if issued securities)
Date of change N/A
No. and class of securities to which N/A
interest related prior to change
Note: Details are only required for a contract in relation
to which the interest has changed
Interest acquired N/A
Interest disposed N/A
Value/Consideration N/A
Note: If consideration is non-cash, provide details and an
estimated valuation
Interest after change N/A
----- End of picture text -----

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed
above traded during a+closed period where prior written
clearance was required?
No
If so, was prior written clearance provided to allow the trade
to proceed during this period?
N/A
If prior written clearance was provided, on what date was this
provided?
N/A
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y - Amended

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity Exopharm Limited
ABN 78 163 765 991

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Clarke Barlow
Date of last notice 28 April 2023

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest Direct
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
N/A
Date of change N/A
No. of securities held prior to change 20,000 Fully Paid Ordinary Shares
Class N/A
Number acquired N/A
Number disposed N/A
Value/Consideration
Note: If consideration is non-cash, provide details and estimated valuation
N/A
No. of securities held after change 20,000 Fully Paid Ordinary Shares
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation in buy-back
N/A – Please refer to Part 2 for change in interest in
contracts
  • See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Non-Executive Director Equity Entitlement
Nature of interest Subject to shareholder approval, allotment of 10,000,000 Unlisted
Options as follows:

5,000,000 Unlisted Options, exercisable at 1.5 cents,
expiring 48 months from the date of allotment;

2,500,000 Unlisted Options, exercisable at 2 cents,
expiring 48 months from the date of allotment; and

2,500,000 Unlisted Options, exercisable at 3 cents,
expiring 48 months from the date of allotment.
Name of registered holder
(if issued securities)
Clarke Barlow or his nominee
Date of change 22 June 2023
No. and class of securities to which
interest related prior to change
Note: Details are only required for a contract in relation
to which the interest has changed
N/A
Interest acquired 10,000,000 Unlisted Options (subject to shareholder approval being
obtained)
Interest disposed Nil
Value/Consideration
Note: If consideration is non-cash, provide details and an
estimated valuation
Non-cash consideration - deemed value of the 10,000,000 Unlisted
Options is $79,903.
Interest after change 10,000,000 Unlisted Options, which consists of:

5,000,000 Unlisted Options, exercisable at 1.5 cents,
expiring 48 months from the date of allotment;

2,500,000 Unlisted Options, exercisable at 2 cents,
expiring 48 months from the date of allotment; and

2,500,000 Unlisted Options, exercisable at 3 cents,
expiring 48 months from the date of allotment.

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed
above traded during a+closed period where prior written
clearance was required?
No
If so, was prior written clearance provided to allow the trade
to proceed during this period?
N/A
If prior written clearance was provided, on what date was this
provided?
N/A
  • See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011