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PYC THERAPEUTICS LIMITED Share Issue/Capital Change 2017

Oct 1, 2017

65640_rns_2017-10-01_86d7c04b-e6d1-4c2c-92e3-b55acd7771ef.pdf

Share Issue/Capital Change

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5 Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

PHYLOGICA LIMITED

ABN

48 098 391 961

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to (a) Ordinary Shares Issued be issued (b) Options expired 2 Number of[+] securities issued or (a) 5,401,250 Ordinary shares issued to be issued (if known) or (b) (15,542,500) options expired maximum number which may be issued 3 Principal terms of the (a) Fully Paid +securities (eg, if options, exercise price and expiry date; if (b) Unlisted options exercisable at $0.025 partly paid +securities, the expiring 23/09/17 - expired. amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4
Do the+securities rank equally
in all respects from the date of
allotment
with an existing
+class of quoted+securities?
If the additional securities do
not rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a
trust,
distribution)
or
interest payment
• the extent to which they do
not rank equally, other than
in relation to the next
dividend,
distribution
or
interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
6a
Is the entity an+eligible entity
that
has
obtained
security
holder approval under rule
7.1A?
If Yes, complete sections 6b –
6h_in relation to the+securities_
the subject of this Appendix 3B,
and comply with section 6i
6b
The date the security holder
resolution under rule 7.1A was
passed
6c
Number of+securities issued
without
security
holder
approval under rule 7.1
6d
Number of+securities issued
with security holder approval
under rule 7.1A
6e
Number of+securities issued
with security holder approval
under rule 7.3, or another
specific
security
holder
approval
(specify
date
of
Yes
(a) $0.025 Per share on exercise of unlisted
options expiring 23/9/2017
(b) n/a
(a) Issued upon exercise of options
(b) Options expired
Yes
25 November 2016
NIL
NIL
NIL
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

meeting)
6f
Number of securities issued
under an exception in rule 7.2
6g
If securities issued under rule
7.1A, was issue price at least
75%
of
15-day
VWAP
as
calculated under rule 7.1A.3?
Include the issue date and both
values. Include the source of
the VWAP calculation.
6h
If securities were issued under
rule
7.1A
for
non-cash
consideration, state date on
which
valuation
of
consideration was released to
ASX Market Announcements
6i
Calculate
the
entity’s
remaining issue capacity under
rule
7.1
and
rule
7.1A

complete
Annexure
1
and
release
to
ASX
Market
Announcements
7
Dates of entering+securities
into uncertificated holdings or
despatch of certificates
8
Number and
+class of all
+securities quoted on ASX
(_including_the securities in
section 2 if applicable)
9
Number and
+class of all
+securities not quoted on ASX
(_including_the securities in
section 2 if applicable)
10
Dividend policy (in the case of
a trust, distribution policy) on
the increased capital (interests)
(a) 5,401,250 Ordinary Shares
(b) n/a

N/A
N/A
7.1 Remaining 15%: 175,078,498
7.1A Remaining 10%: 200,052,331
Between 3 July 2017 and 23 September 2017
Number +Class
2,125,523,317 Ordinary Shares
Number +Class
6,666,667
20,000,000
PYCAA Unlisted
Options 30/11/19 $Nil
PYCAA Unlisted
Options
30/06/18$Nil
N/A

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required?

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the+securities
will be offered
14 +Class of+securities to which the
offer relates
15 +Record
date
to
determine
entitlements
16 Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17 Policy for deciding entitlements
in relation to fractions
18 Names of countries in which the
entity has+security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing date for receipt of
acceptances or renunciations
20 Names of any underwriters
21 Amount of any underwriting fee
or commission
22 Names of any brokers to the
issue
23 Fee or commission payable to
the broker to the issue
24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25 If the issue is contingent on
+security holders’ approval, the
date of the meeting
26 Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be
sent to persons entitled
  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

27 If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28 Date rights trading will begin (if
applicable)
29 Date rights trading will end (if
applicable)
30 How do+security holders sell
their entitlements_in full_through
a broker?
31 How do+security holders sell
part
of
their
entitlements
through a broker and accept for
the balance?
32 How
do
+security
holders
dispose of their entitlements
(except
by
sale
through
a
broker)?
33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities ( tick one )

  • (a)[Securities described in Part 1 ]

  • (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35 [If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of ] the additional[+] securities, and the number and percentage of additional +securities held by those holders

  • 36 [If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000

  • 1,001 - 5,000

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

Quotation agreement

  • 1 Quotation of our additional securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

    • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

==> picture [149 x 34] intentionally omitted <==

Date: 2 October 2017

(Company secretary)

Print name: Kevin Hart

== == == == ==

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

  • Insert number of fully paid ordinary 2,004,138,734 securities on issue 12 months before date of issue or agreement to issue Add the following: 11,384,583 Options exercised

  • • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

  • • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

  • • Number of partly paid ordinary securities that became fully paid in that 12 month period

  • Note: • Include only ordinary securities here – other classes of equity securities cannot be added

  • • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

  • • It may be useful to set out issues of securities on different dates as separate line items

  • Subtract the number of fully paid ordinary 15,000,000 (Loan funded shares 09/03/2017) securities cancelled during that 12-month period “A” 2,000,523,317

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A” Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 300,078,498
Step 3: Calculate “C”, the amount of placement capacity under rule
7.1 that has already been used
Insertnumber of equity securities issued or
agreed to be issued in that 12 month period
not counting_those issued:
• Under an exception in rule 7.2
• Under rule 7.1A
• With security holder approval under rule
7.1 or rule 7.4
_Note:

• This applies to equity securities, unless
specifically excluded – not just ordinary
securities
• Include here (if applicable ) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
125,000,000 Placement 16.06.17
“C” 125,000,000
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
300,078,498
Subtract“C”
Note: number must be same as shown in
Step 3
125,000,000
Total[“A” x 0.15] – “C” 175,078,498
[Note: this is the remaining placement
capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 2,000,523,317 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 200,052,331

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12-month period under rule 7.1A

Notes:

  • This applies to equity securities – not just ordinary securities

  • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

  • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

  • It may be useful to set out issues of securities on different dates as separate line items

“E” 0

  • See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
Step 4: Subtract “E” from [“A” x “D”] to calculate remaining
placement capacity under rule 7.1A
“A” x 0.10
Note: number must be same as shown in
Step 2
200,052,331
Subtract“E”
Note: number must be same as shown in
Step 3
-
Total[“A” x 0.10] – “E” 200,052,331
Note: this is the remaining placement
capacity under rule 7.1A
  • See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012