Telix Pharmaceuticals Ltd — Capital/Financing Update 2023

Jun 20, 2023

Proposed issue of securities

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Announcement Summary

Entity name

TELIX PHARMACEUTICALS LIMITED

Announcement Type

New announcement

Date of this announcement

21/6/2023

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Performance Rights	1,947,412
confirmed
TLX	ORDINARY FULLY PAID	2,596,549

Proposed +issue date

23/8/2023

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

TELIX PHARMACEUTICALS LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number 616620369

1.3 ASX issuer code

TLX

1.4 The announcement is

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New announcement

1.5 Date of this announcement

21/6/2023

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

TLX : ORDINARY FULLY PAID

Number of +securities proposed to be issued

2,596,549

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

On completion of the acquisition of Lightpoint Medical and its SENSEI® radio-guided surgery business, Telix will issue fully paid ordinary shares (Consideration Shares). Refer ASX announcement dated 21 June 2023.

The consideration for the Consideration Shares is equivalent to US$20,000,000. This amount will be converted from USD into AUD on the day prior completion. The number of Consideration Shares will be determined by dividing this amount by the volume weighted average price (VWAP) at which Telix's ordinary shares traded on the ASX during the 20 trading days immediately preceding the completion date. If calculated as at 19-06-23, approximately 2,596,549 Consideration Shares would be issued, with each Consideration Share having a face value of AU$11.22. The actual number of Consideration Shares may be more or less than this amount, depending on the USD:AUD exchange rate and the VWAP at completion.

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Proposed issue of securities

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Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

29,133,285.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes ASX +security code +Security description New class-code to be confirmed Performance Rights

+Security type

Performance options/rights

Number of +securities proposed to be issued

1,947,412

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

Performance Rights represent rights to Telix ordinary shares to the value of up to US$15,000,000 in aggregate, subject to and conditional on achievement of certain earn-out events (Milestone Events). Number of Performance Rights will be determined at acquisition completion (refer ASX announcement 21 June 2023). As and when Milestone Events are satisfied, Performance Rights will be satisfied by issue of Telix ordinary shares or cash (at Telix's election). Number of any shares issued will be calculated by converting the USD amount of Performance Rights being satisfied into AUD on the relevant date and dividing that amount by the 20 trading day VWAP.

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Assuming completion occurred on 19-06-23, approximately 1,947,412 Performance Rights would be issued with each Performance Right having a face value of US$7.70. If all the Performance Rights were satisfied by issue of Telix ordinary shares, 1,947,412 Performance Rights would convert into 1,947,412 Telix ordinary shares.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 21,849,964.000000

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Performance options/rights details

+Security currency Exercise price Expiry date USD - US Dollar USD 0.0000 23/8/2028 Details of the type of +security that will be issued if the option is exercised TLX : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

Per above, if completion occurred on 19-06-23, 1,947,412 Performance Rights issued (valued at US$7.70 each) would be converted to 1,947,412 Telix shares if all Milestone Events were satisfied

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Refer ASX announcement dated 21 June 2023

Part 7C - Timetable

7C.1 Proposed +issue date

23/8/2023

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

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Yes

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7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

2,569,549 Consideration Shares and 1,947,412 Performance Rights

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?

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No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow

The Consideration Shares will be subject to voluntary escrow and will not be able to be traded for a period of: 6 months from the date of issue in respect of 25% of the Consideration Shares; and 12 months from the date of issue in respect of 25% of the Consideration Shares; and 24 months from the date of issue in respect of 50% of the Consideration Shares. Telix shares issued on satisfaction of the Performance Rights will be subject to voluntary escrow and will not be able to be traded for a period of: 6 months from the date of issue of Telix shares in respect of 50% of the shares issued in any tranche; and 12 months from the date of issue of Telix shares in respect of 50% of the shares issued in any tranche.

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue?

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No

7E.2 Is the proposed issue to be underwritten?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

N/A

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

On Lightpoint Medical acquisition completion, Telix will issue fully paid ordinary shares (Consideration Shares) and performance rights to acquire shares (Performance Rights). Refer ASX announcement dated 21 June 2023.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?

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No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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