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INOVIQ LTD Board/Management Information 2016

Jun 16, 2016

65112_rns_2016-06-16_38eaf6ae-8436-4f64-886c-d54d67c8ee8f.pdf

Board/Management Information

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(ACN 009 070 384)

16 June 2016

BARD1 LIFE SCIENCES LIMITED – ASX RE-COMPLIANCE LISTING

BARD1 Life Sciences formerly Eurogold Limited ( Company ) is pleased to confirm that:

  1. The conditions to the Public Offer and Vendor Offer ( Offers ) under the Company’s prospectus dated 7 April 2016 ( Prospectus ) have been satisfied, the Offers are closed (fully subscribed), and all securities under the Offers have been allotted and issued.

  2. The conditions precedent under the BARD1AG Share Purchase Agreements (as defined in the Prospectus) for the acquisition by the Company of all of the issued share capital in BARD1AG S.A. have been satisfied, and Completion has occurred under those respective agreements, including:

    • a. the issue of an aggregate 217,003,326 fully paid ordinary shares and 217,003,236 performance shares to the BARD1 SWAP Vendors (as defined in the Prospectus); and

    • b. payment of an aggregate CHF221,679.92 to the BARD1 CASH Vendors (as defined in the Prospectus),

in the proportions set out in Section 1.6 of the Prospectus.

  1. The University Hospital of Geneva ( HUG ) and University of Geneva ( UNIGE ) are currently negotiating an assignment agreement whereby HUG will assign its rights to the intellectual property the subject of the UNIGE Licence Agreement (as defined in the Prospectus), and the UNIGE Licence Agreement will be amended to reflect the change in ownership. As a consequence, the Confirmatory Deed between the Company, BARD1AG, UNIGE and HUG described in the Prospectus has not been executed by HUG. Rather:

    • a. the parties have agreed the terms of a replacement confirmatory deed ( Replacement Confirmatory Deed ), which has been signed by UNIGE, BARD1AG and the Company (and agreed by HUG);

    • b. the validity of the UNIGE Licence Agreement has been confirmed; and

    • c. UNIGE has been issued and allotted 12,500,000 fully paid ordinary shares in the Company in full and final satisfaction of the Change of Control Payment under the UNIGE Licence (as defined in the Prospectus).

  2. The audit referred to in Section 7.6 of the Prospectus is ongoing, and BARD1AG S.A. has not received any update in relation to the audit since the Prospectus was lodged.

  3. There have been no developments in relation to the claim by Oncimmune Limited described in section 7.8 of the Prospectus since the Prospectus was lodged.

  4. There have been no material subsequent events to alter the Company’s consolidated statement of financial position as detailed in the Prospectus.

  5. The Company is not aware of any legal, regulatory or contractual impediments to the Company undertaking the activities the subject of the commitments disclosed in the Prospectus.

BARD1 Life Sciences Limited (ABN 59 009 070 384) Suite B1, Tempo Building, 431 Roberts Road, Subiaco WA 6008 Tele: +618 93819550 Facsimile: +618 9388 7559

  1. The Company is in compliance with the ASX listing rules and in particular listing rule 3.1.

In addition to the matters set out above, the Company:

  1. Confirms the following board changes:

    • a. Ms Pauline Collinson has resigned as a director of the Company;

    • b. each of Dr Irmgard Irminger-Finger and Professor Geoffrey Laurent have been appointed as directors of the Company; and

  2. Confirms it will comply with the ASX decision dated 29 January 2016 in respect to the Performance Shares.

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Peter Gunzburg Executive Chairman