INOVIQ LTD — Capital/Financing Update 2019

Jun 17, 2019

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18 June 2019

Dear Optionholder

NON-RENOUNCEABLE ENTITLEMENT OFFER TO RAISE UP TO APPROXIMATELY $2.5 MILLION

On 18 June 2019, BARD1 Life Sciences Limited ( Company ) announced that it would be offering eligible shareholders the opportunity to participate in a non-renounceable pro-rata entitlement offer to raise approximately $2.5 million (before costs) ( Offer ), on the basis of 1 fully paid ordinary share in the capital of the Company ( New Share ) for every 10 fully paid ordinary shares held at the record date, at an issue price of $0.02 per New Share. The Offer is partially underwritten, to the extent of $200,000 as described below.

Only shareholders with a registered address in Australia, New Zealand, Switzerland or Hong Kong will be eligible to participate in the Offer ( Eligible Shareholders ).

The Offer is made to Eligible Shareholders registered at 5:00pm (Perth-time) on the record date of 21 June 2019 ( Record Date ).

Assuming no options are exercised before the Record Date, up to approximately 124,289,518 New Shares will be issued under the Offer. If all of the existing options are exercised before the Record Date, up to approximately 124,489,518 New Shares will be issued under the Offer. The exact number of New Shares to be issued under the Offer is still to be finalised and will be subject to reconciliation of shareholder entitlements and rounding.

As a non-renounceable offer, rights are not tradeable on the ASX or otherwise transferable. New Shares will rank equally with the Company's existing shares.

The Offer will be made by way of an offer document pursuant to section 708AA of the Corporations Act 2001 (Cth) meaning that no prospectus needs to be prepared ( Offer Document ). The Offer Document is available on the Company’s website at https://www.bard1.com/ and on the ASX website at www.asx.com.au.

Optionholders

The purpose of this letter is to give you notice, as an option holder of the Company, that if you wish to participate in the Offer in relation to the shares underlying your options, you must exercise your options in time for new shares in the Company to be allotted and to be entered on the Company’s register of members on or before 5.00pm (Perth time) on the Record Date.

Notice of exercise of your options and payment of the exercise price of the options must be received by the Company's share registry, Computershare Investor Services Pty Ltd, on or before 20 June 2019. Any notice of exercise of options received after this date cannot be assured of the allotment of shares by the Record Date. If you require an option exercise form, please contact the Company Secretary on +61 (08) 9381 9550.

There is no obligation for you to exercise your options. This letter is intended to inform you of your rights in relation to your options and the Offer. If you do not wish to participate in the Offer, you do not need to take any action. Please do not hesitate to contact us should you require anything further.

Placement

The Company also announced on 18 June 2019 the completion of a placement, by which the Company has raised approximately $5 million (before costs) by the issue of 248,500,000 fully paid ordinary shares in the Company at an issue price of $0.02 per New Share ( Placement ).

Purpose of Offer and Placement

The Company intends to apply the funds raised from the Offer and Placement as follows:

Description	A$
Development of the BARD1 diagnostics pipeline (including development and validation activities) to launch as Laboratory Developed Tests (LDTs)	$2,000,000
New R&D activities and commercial initiatives (including business development, evaluation of new technology and cancer applications, other strategic initiatives and associated due diligence work)	$2,700,000
Working capital (including 1) salaries, corporate, advisory and overheads, and 2) costs for strengthening management and R&D resources)	$2,245,790
Costs of the Placement and the Offer	$510,000
Total	$7,455,790

The above table is a statement of the Board's current intentions as at the date of this letter. However, you should note that, as with any budget, the allocation of funds set out in the above table may change depending on a number of factors, including the outcome of operational and development activities, regulatory developments, market and general economic conditions and environmental factors. In light of this, the Board reserves the right to alter the way the funds are applied. In addition the Board will also actively seek strategic acquisition opportunities and reserves the right to redirect funds raised from the Placement and the Offer for those purposes.

Indicative Timetable

The indicative timetable for the Offer is as follows:

Event	Date
Notice of Offer sent to option holders	18 June 2019
Lodgment of Offer Document with ASX	18 June 2019
Notice of Offer sent to shareholders	19 June 2019
Ex-Date	20 June 2019
Record Date (5:00pm WST)	21 June 2019
Offer Document and entitlement and acceptance form dispatched to Eligible Shareholders	26 June 2019
Opening date	26 June 2019
Closing date (3:00pm WST)	5 July 2019
Notification of shortfall	10 July 2019

Event Date Anticipated issue date 12 July 2019

The above timetable is indicative only and all dates may be subject to change. The Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares.

Underwriting

Companies controlled by Max Johnston and Philip Powell (who are newly appointed directors of the Company) have entered into separate underwriting agreements with the Company to partially underwrite the Offer as detailed in the following table:

Underwriter	A$
PNSF Pty Ltd ACN 600 194 072 as trustee for the Prime Numbers Superannuation Fund (a company controlled by Philip Powell and owned by him and his spouse)	$100,000
Jondol Pty Ltd ACN 159 230 850 as trustee for Jondol Estates Super Fund (a company controlled by Max Johnston and owned by him and his family)	$100,000
Total	$200,000

No underwriting fees are payable pursuant to those underwriting agreements.

Lead Manager

Merchant Corporate Advisory Pty Ltd ( Merchant ) is acting as Lead Manager for the Placement and the Offer. A Management Fee of 1% of the total amount raised under the Placement and Offer and a Placement Commitment Fee of 5% of the total amount raised under the Placement and the Offer are payable to Merchant for its services.

Shortfall

If Eligible Shareholders do not wish to take up any part of their entitlement they are not required to take any action. Eligible Shareholders may not apply for any shortfall shares. Any entitlements not taken up pursuant to the Offer will become the shortfall, which will be directed as determined by the Company and its advisers. The Company has received a firm commitment from Merchant to subscribe for and/or place any unallocated shortfall shares remaining after close of the Offer.

Offer Document

Details of the Offer are contained in the Offer Document which has been announced to the ASX. Eligible Shareholders should consider the Offer Document carefully before deciding whether to participate in the Offer and consult with their professional advisors if they have any queries.

Yours faithfully

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Peter Gunzburg Chairman

Forward Looking Statements

This letter contains certain ‘forward-looking statements’ within the meaning of the securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words such as ‘may,’ ‘should,’ ‘expect,’ ‘anticipate,’ ‘estimate,’ ‘scheduled’ or ‘continue’ or the negative version of them or comparable terminology. Any forecasts or other forward looking statements contained in this letter are subject to known and unknown risks and uncertainties and may involve significant elements of subjective judgment and assumptions as to future events which may or may not be correct. There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and these differences may be material. The Company does not give any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this letter will actually occur and you are cautioned not to place undue reliance on forward-looking statements.

Important Notices

This notice is issued by the Company. This notice is not a prospectus or offering document under Australian law or under any other law. It is for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for, retain or purchase any securities in the Company in any jurisdiction. This letter does not constitute financial product advice and does not and will not form part of any contract for the acquisition of ordinary shares in the Company.

The provision of this document is not, and should not be considered as, a securities recommendation or financial product advice. The information in this document is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. Before acting on the information, you should consider the appropriateness of the information, having regard to your objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your stockbroker, accountant, taxation adviser, financial adviser or other professional adviser.

Hong Kong

WARNING: The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to this document. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Switzerland

The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any offering or marketing material relating to the New Shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA). This document is personal to the recipient only and not for general circulation in Switzerland.

United States

This letter does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this document have not been, and will not be registered, under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act of 1933 and applicable US state securities laws.