RECCE PHARMACEUTICALS LTD — Share Issue/Capital Change 2017

Nov 2, 2017

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, 04/03/13

Name of entity

Recce Ltd

ABN

73 124 849 065

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)		Ordinary fully paid shares (Ordinary Shares) Unlisted options over Ordinary Shares (Tranche 3 Options)
		637,349 Ordinary Shares 127,470 Tranche 4 options
		Ordinary Shares  637,349 ordinary Shares will rank_pari passu_with existing Ordinary Shares Options  127,470 Tranche 4 Options  Exercise Price: $0.2040  Expiry: 1 November 2020

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date 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	The Ordinary Shares rank_pari passu_with existing Ordinary Shares The Options will not be quoted. On exercise of the Options, the Ordinary Shares will rank_pari_ _passu_with existing Ordinary Shares.
	637,349 Ordinary Shares – aggregate deemed issue price of $100,000 (as payment of the Tranche 4 investment under the Share Purchase and Convertible Security Agreement dated 16 June 2017 between the Company and The Australian Special Opportunity Fund, LP). 127,470 Tranche 4 Options are issued for nil consideration
	The ordinary shares were issued as per the terms and conditions of the Share Purchase and Convertible Security Agreement with The Australian Special Opportunity Fund, LP ('Agreement'), details of which were announced to the market on 16 June 2017. The purpose of the issue of the Ordinary Shares and Tranche 4 Options is in satisfaction of the Company's obligations to issue Tranche 4 shares and options under the Agreement.
	No

• See chapter 19 for defined terms.

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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 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 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	N/A
	637,349 fully paid ordinary shares 127,470 Tranche 4 Options
	N/A
	N/A
	N/A
	N/A
	N/A
	7,050,278 remaining capacity under rule 7.1 7,724,587 remaining capacity under rule 7.1A
	2 November 2017

• See chapter 19 for defined terms.

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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)	Number	Number	+Class
	43,338,794		Ordinary
	Number	+Class
	641,000 59,880 104,167 109,569 127,470 42,810,081 8,754,423 8,754,423 8,754,423 1	Options Tranche 1 Options Tranche 2 Options Tranche 3 Options Tranche 4 Options Ordinary escrowed until 15/1/2018 Class B Performance Shares escrowed until 15/1/2018 Class C Performance Shares escrowed until 15/1/2018 Class D Performance Shares escrowed until 15/1/2018 Convertible Security with Face Value of$200,000
	N/A

Part 2 - Pro rata issue

11 Is security holder approval required? 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	N/A N/A N/A N/A

• See chapter 19 for defined terms.

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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 offer 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 offer documents will be sent to persons entitled	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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

• 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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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+issue date
	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.

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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 is not available now, we 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.

3 November 2017 Sign here: ............................................................ Date: ........................... ( ~~Director~~ /Company secretary)

Peter Williams Print name: .........................................................

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

==> picture [404 x 383] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid [+] ordinary 76,186,872
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary 1,059,000 shares issued on conversion of
securities issued in that 12 month Class A Performance Shares.
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 securities cancelled during that
12 month period
“A” 77,245,872
----- End of picture text -----

• See chapter 19 for defined terms.

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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	11,586,880
Step 3: Calculate “C”, the amount	of placement capacity under rule
7.1 that has already been used
Insertnumber of+equity securities issued	103,913 shares issued on 25 Nov. 2016
or agreed to be issued in that 12 month	654,715 shares issued on 21 June 2017
period_not counting_those issued:	641,000 options issued on 21 June 2017
• Under an exception in rule 7.2	299,401 shares issued on 19 July 2017 59,880 options issued on 19 July 2017
• Under rule 7.1A	520,833 shares issued on 25 Aug. 2017
• With security holder approval under rule 7.1 or rule 7.4	104,167 options issued on 25 Aug. 2017 730,460 shares issued on 22 Sept. 2017 547,845 shares issued on 29 Sept 2017
Note:	109,569 options issued on 29 Sept. 2017
• This applies to equity securities, unless	637,349 shares issued on 2 Nov. 2017
specifically excluded – not just ordinary	127,470 options issued on 2 Nov. 2017
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

Step 3: Calculate “C”, the amount 7.1 that has already been used	of placement capacity under rule
Insertnumber of+equity securities issued	103,913 shares issued on 25 Nov. 2016
or agreed to be issued in that 12 month	654,715 shares issued on 21 June 2017
period_not counting_those issued:	641,000 options issued on 21 June 2017
• Under an exception in rule 7.2	299,401 shares issued on 19 July 2017 59,880 options issued on 19 July 2017
• Under rule 7.1A	520,833 shares issued on 25 Aug. 2017
• With security holder approval under rule 7.1 or rule 7.4	104,167 options issued on 25 Aug. 2017 730,460 shares issued on 22 Sept. 2017 547,845 shares issued on 29 Sept 2017
Note:	109,569 options issued on 29 Sept. 2017
• This applies to equity securities, unless	637,349 shares issued on 2 Nov. 2017
specifically excluded – not just ordinary	127,470 options issued on 2 Nov. 2017
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
“C”	4,536,602
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	11,586,880
Note: number must be same as shown in
Step 2

placement capacity under rule 7.1
“A” x 0.15	11,586,880
Note: number must be same as shown in
Step 2
Subtract“C”	4,536,602
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	7,050,278
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

art 2	art 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” Note: number must be same as shown in Step 1 of Part 1	77,245,872
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	7,724,587
Step 3: Calculate “E”, the amount 7.1A that has already been used	of placement capacity under rule
Insertnumber 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	Nil
“E”	Nil

• See chapter 19 for defined terms.

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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	7,724,587
Subtract“E” Note: number must be same as shown in Step 3
Total[“A” x 0.10] – “E”	7,724,587 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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