VECTUS BIOSYSTEMS LIMITED — Share Issue/Capital Change 2020

Jan 19, 2020

ABN 54 117 526 137

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20 January 2020

Company Announcements Office Australian Securities Exchange

Issue of Shares

Vectus Biosystems Limited (ASX:VBS) (Vectus or the Company) advises that it has today issued a total of 170,820 fully paid ordinary shares as follows:

• 75,000 fully paid ordinary shares to the Company’s Chief Executive Officer, Karen Duggan, following the vesting of her Deferred Share Awards on 17 November 2019. These Deferred Share Awards were issued under Vectus’ Employee Incentive Plan following shareholder approval at the Company’s 2016 Annual General Meeting.

• 72,000 fully paid ordinary shares as a fee payable in connection with Vectus’ Convertible Note raising finalised on 24 December 2019.

• 23,820 fully paid ordinary shares to Vectus’ Company Secretary Robert Waring as partial payment of $11,910 owing to him for services provided by him under his Letter of Engagement.

The Appendix 3B for the issue of these shares is attached.

Vectus Biosystems Limited

Robert J Waring

Company Secretary

Notice under Section 708A(5)(e)

As at 20 January 2020, Vectus gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act) that:

1. the Company issued the abovementioned securities without disclosure to investors under Part 6D.2 of the Corporations Act.

2. the Company has complied with the provisions, as they apply to the Company, of Chapter 2M of the Corporations Act and with Section 674 of the Corporations Act; and

3. there is no information:

4. a. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; or

5. b. that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of the assets and liabilities, financial performance, profits and losses, and prospects of Vectus, or the rights and liabilities attaching to Vectus’ ordinary shares.

VECTUS BIOSYSTEMS LIMITED ABN 54 117 526 137

3-11 Primrose Avenue, Rosebery, NSW 2018 Telephone: +61 2 9662 4144 Facsimile: +61 2 9697 0933 Website: www.vectusbiosystems.com.au

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

Vectus Biosystems Limited (ASX:VBS)

ABN 54 117 526 137

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)	Fully paid ordinary shares
	170,820
	75,000 fully paid ordinary shares issued following shareholder approval of 75,000 Deferred Share Awards, which vested on 17 November 2019 and were issued for no cash consideration. 72,000 fully paid ordinary shares allotted at an issue price of $0.50 per share for an amount of $36,000. 23,820 fully paid ordinary shares issued for an amount of $11,910 at $0.50 per share.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted +securities?

Yes, the fully paid ordinary shares rank equally with existing fully paid ordinary shares.

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)	75,000 fully paid ordinary shares issued for no cash consideration under the terms of Vectus’ Employee Incentive Plan following vesting of Deferred Share Awards. 72,000 fully paid ordinary shares at an issue price of $0.50 per share. 23,820 fully paid ordinary shares at an issue price of $0.50 per share.
	75,000 fully paid ordinary shares issued to the Company’s Chief Executive Officer, Karen Duggan, following vesting of Deferred Share Awards. The awards were issued under Vectus’ Employee Incentive Plan following shareholder approval of the issue of 75,000 Deferred Share Awards at the 2016 Annual General Meeting. 72,000 fully paid ordinary shares issued as a fee payable in connection with the Company’s Convertible Note raising finalised on 24 December 2019. 23,820 fully paid ordinary shares issued to Vectus’ Company Secretary, Robert Waring, as partial payment for services provided under his Letter of Engagement.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 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. 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	No, the Company did not seek shareholder approval at its 2019 AGM under ASX Listing Rule 7.1A.	No, the Company did not seek shareholder approval at its 2019 AGM under ASX Listing Rule 7.1A.
	Not applicable
	95,820
	Nil
	Nil
	75,000 securities, as approved at Vectus’ 17 November 2016 AGM.
	Not applicable
	Not applicable
	3,438,029 securities
	20 January 2020
	Number	+Class
	23,654,816	Fully paid ordinary shares

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable) * 75,000 Awards converted into fully paid ordinary shares upon vesting and allotment on 20 January 2020	Number * 0 14,000,000	Number * 0 14,000,000		+Class–Convertible Notes Deferred Share Awards, issued under the EIP. Convertible Notes (Tranches 1 and 2 of a two-tranche Convertible Note issue) at $0.50, with 36 months until Maturity Date, plus 6% interest rate per annum capitalised and paid on Maturity Date, being 27September 2022.
		Number 667 3,333 12,500		+Class–Options Options with no consideration payable on exercise, with an expiry date of 29 May 2022. These options, issued under the EIP, will vest on 29 May 2020 based on the two staff members’ satisfactory work performance, as assessed in the annual review. Options issued under the EIP, with no consideration payable on exercise and an expiry date of 23 August 2023, with 1,667 of these options to vest on 30 June 2020 and the remaining 1,666 options to vest on 30 June 2021, based on this staff member’s satisfactory work performance, as assessed in the annual review. Options with no consideration payable on exercise, with an expiry date of 3 October 2024. These five-year options, issued under the EIP, will vest as to one third annually over three years (with one third vesting on 1 July 2020, one third vesting on 1 July 2021 and the balance vesting on 1 July 2022), based on the three staff members’ satisfactory work performance, as assessed in the annual review.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

All fully paid ordinary shares issued will have full participation in any future dividends.

Part 2 - Pro rata issue

Questions 11 to 33 are not applicable

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

Entities that have ticked box 34(b) Questions 38 to 42 are not applicable

• See chapter 19 for defined terms.

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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 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.

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Sign here: ............................................................ Date: 20 January 2020 ( ~~Director/~~ Company Secretary)

Print name: Robert J Waring

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• 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 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

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Insert number of fully paid [+] ordinary
securities on issue 12 months before the 23,379,996
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 3 Oct 2019 – 104,000 shares
issued in that 12-month period under an
exception in rule 7.2 20 Jan 2020 – 75,000 shares
• 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 Nil
securities cancelled during that 12-month
period
“A” 23,558,996
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• 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	3,533,849
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	20 Jan 2020 – 95,820 shares
• It may be useful to set out issues of securities on different dates as separate line items
“C”	95,820
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	3,533,849
Subtract“C” Note: number must be same as shown in Step 3	95,820
Total[“A” x 0.15] – “C”	3,438,029 [Note: this is the remaining placement capacity under rule 7.1]

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
“C”	95,820
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15	3,533,849
Note: number must be same as shown in
Step 2
Subtract“C”	95,820
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	3,438,029
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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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” Not Applicable, as shareholder approval was not obtained under Listing Rule 7.1A 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

• Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued Not applicable 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”

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

• See chapter 19 for defined terms.

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