Announcement PDF Proposed issue of securities Announcement Summary Entity name PARADIGM BIOPHARMACEUTICALS LIMITED.. Announcement Type New announcement Date of this announcement 30/10/2023 The Proposed issue is: An accelerated offer A placement or other type of issue Total number of +securities proposed to be issued for an accelerated offer Maximum Number of +securities to be issued ASX +security code +Security description New class-code to be confirmed Listed options with exercise price $0.65 and expiry 30 November 2024. 21,131,747 PAR ORDINARY FULLY PAID 28,175,662 Trading resumes on an ex-entitlement basis (ex date) 1/11/2023 +Record date 1/11/2023 Offer closing date for retail +security holders 20/11/2023 Issue date for retail +security holders 27/11/2023 Total number of +securities proposed to be issued for a placement or other type of issue Maximum Number of +securities to be issued ASX +security code +Security description New class-code to be confirmed Listed options with exercise price $0.65 and expiry 30 November 2024. 31,395,350 PAR ORDINARY FULLY PAID 41,860,466 Proposed +issue date Proposed issue of securities 1 / 15 Proposed issue of securities Proposed +issue date 8/11/2023 Refer to next page for full details of the announcement Proposed issue of securities 2 / 15 Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity PARADIGM BIOPHARMACEUTICALS 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 Registration Number ABN 94169346963 1.3 ASX issuer code PAR 1.4 The announcement is New announcement 1.5 Date of this announcement 30/10/2023 1.6 The Proposed issue is: An accelerated offer A placement or other type of issue 1.6b The proposed accelerated offer is Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO) Proposed issue of securities 3 / 15 Proposed issue of securities Part 3 - Details of proposed entitlement offer issue Part 3A - Conditions 3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No Part 3B - Offer details Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued ASX +security code and description PAR : ORDINARY FULLY PAID Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class Will the proposed issue of this +security include an offer of attaching +securities? Yes If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No Details of +securities proposed to be issued ASX +security code and description PAR : ORDINARY FULLY PAID ISIN Code (if Issuer is a foreign company and +securities are non CDIs) ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs) Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) Has the offer ratio been determined? Yes The quantity of additional +securities For a given quantity of +securities to be issued Proposed issue of securities held 4 / 15 Proposed issue of securities to be issued held 1 10 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded up to the next whole number 28,175,662 Offer price details for retail security holders Has the offer price for the retail offer been determined? Yes In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD - Australian Dollar AUD 0.43000 Offer price details for institutional security holders Has the offer price for the institutional offer been determined? Yes In what currency will the offer be made? What is the offer price per +security for the institutional offer? AUD 0.43000 AUD - Australian Dollar Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes Describe the limits on over-subscription Eligible Shareholders who subscribe for their Entitlement in full will also have an opportunity to apply for additional shares (Additional Shares) represented by entitlements of other Eligible Shareholders not taken up in an amount exceeding 100% of their Entitlement. Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements At Board's discretion Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Proposed issue of securities 5 / 15 Proposed issue of securities Attaching +Security Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs) ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs) Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes Yes ASX +security code +Security description New class-code to be confirmed Listed options with exercise price $0.65 and expiry 30 November 2024. +Security type Options Offer ratio (ratio of attaching securities at which the new +securities will be issued) Has the offer ratio been determined? Yes The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 3 4 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded up to the next whole number 21,131,747 Offer price details for retail security holders Has the offer price for the retail offer been determined? Yes In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD 0.43000 AUD - Australian Dollar Offer price details for institutional security holders Proposed issue of securities 6 / 15 Proposed issue of securities Offer price details for institutional security holders Has the offer price for the institutional offer been determined? Yes In what currency will the offer be made? What is the offer price per +security for the institutional offer? AUD - Australian Dollar AUD 0.43000 Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes Describe the limits on over-subscription Eligible Shareholders who subscribe for their Entitlement in full will also have an opportunity to apply for additional shares (Additional Shares) represented by entitlements of other Eligible Shareholders not taken up in an amount exceeding 100% of their Entitlement. Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements At Board's discretion Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.6500 30/11/2024 Details of the type of +security that will be issued if the option is exercised PAR : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised 21,131,747 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. As detailed in the Entitlement Offer Prospectus released 30 October 2023. Proposed issue of securities 7 / 15 Proposed issue of securities Part 3D - Timetable 3D.1a First day of trading halt 30/10/2023 3D.1b Announcement date of accelerated offer 30/10/2023 3D.2 Trading resumes on an ex-entitlement basis (ex date) 1/11/2023 3D.5 Date offer will be made to eligible institutional +security holders 30/10/2023 3D.6 Application closing date for institutional +security holders 31/10/2023 3D.8 Announcement of results of institutional offer (The announcement should be made before the resumption of trading following the trading halt) 1/11/2023 3D.9 +Record date 1/11/2023 3D.10a Settlement date of new +securities issued under institutional entitlement offer 7/11/2023 3D.10b +Issue date for institutional +security holders 8/11/2023 3D.10c Normal trading of new +securities issued under institutional entitlement offer 9/11/2023 3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue 6/11/2023 3D.12 Offer closing date for retail +security holders 20/11/2023 3D.13 Last day to extend retail offer close date 15/11/2023 3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer Proposed issue of securities 8 / 15 Proposed issue of securities announce results of retail offer 27/11/2023 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Bell Potter Securities Limited 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? A management fee of 5.0% (plus GST) of the Offer Proceeds (being the maximum number of shares proposed to be issued multiplied by the offer price). 3E.2 Is the proposed offer to be underwritten? No 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Legal, ASX listing and registry costs. Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Funding of phase 3 Pivotal OA clinical trial 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue All shareholders resident outside Australia and New Zealand. 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing Proposed issue of securities 9 / 15 Proposed issue of securities 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No 3F.6 URL on the entity's website where investors can download information about the proposed issue https://paradigmbiopharma.com/performance-progress/#announcements 3F.7 Any other information the entity wishes to provide about the proposed issue 3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes 3F.9 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 +disclosure document or +PDS for the +securities proposed to be issued Proposed issue of securities 10 / 15 Proposed issue of securities 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? Yes 7A.1a Conditions Approval/Condition Date for determination +Security holder approval 29/11/2023 Is the date estimated or actual? ** Approval received/condition met? Actual Comments The options proposed to be issued under the placement offer are subject to shareholder approval. Part 7B - Issue details Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class Will the proposed issue of this +security include an offer of attaching +securities? Yes Details of +securities proposed to be issued ASX +security code and description PAR : ORDINARY FULLY PAID Number of +securities proposed to be issued 41,860,466 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes Proposed issue of securities 11 / 15 Proposed issue of securities In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 0.43000 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Attaching +Security Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX) Details of attaching +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities are non CDIs) Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? Yes equitable under listing rule 6.1? Yes ASX +security code +Security description New class-code to be confirmed Listed options with exercise price $0.65 and expiry 30 November 2024. +Security type Options Number of +securities proposed to be issued 31,395,350 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 Attached option for participation in offer. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000010 Proposed issue of securities 12 / 15 Proposed issue of securities Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Options details +Security currency AUD - Australian Dollar Exercise price Expiry date AUD 0.6500 30/11/2024 Details of the type of +security that will be issued if the option is exercised PAR : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX:PAR) 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. As detailed in the Entitlement Offer Prospectus released 30 October 2023. Part 7C - Timetable 7C.1 Proposed +issue date 8/11/2023 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? Yes 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? 41,860,466 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)? Proposed issue of securities 13 / 15 Proposed issue of securities 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? 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? No Part 7E - Fees and expenses 7E.1 Will there be a lead manager or broker to the proposed issue? Yes 7E.1a Who is the lead manager/broker? Bell Potter Securities Limited 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? A management fee of 5.0% (plus GST) of the placement offer proceeds (being the number of Placement Shares issued multiplied by the issue price) 7E.2 Is the proposed issue to be underwritten? No 7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Legal costs, ASX listing costs and Share Registry fees. Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Funding of phase 3 Pivotal OA clinical trial 7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? 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 +disclosure document or +PDS for the +securities proposed to be issued Proposed issue of securities 14 / 15 Proposed issue of securities Proposed issue of securities 15 / 15