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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:
-
Allotment of 10,000,000 Director Options on 1 December 2023, following Shareholder approval of the proposed allotment on 23 November 2023; and
-
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:
-
Corrected Appendix 3X (Initial Director’s Interest Notice), to replace the notice dated 22 February 2023;
-
Appendix 3Y (Change in Director’s Interest Notice), which should have been lodged with the ASX between 28 April – 5 May 2023; and
-
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
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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