Announcement PDF ASX Announcement Invion Limited (ASX Code IVX) Section 708A Cleansing Statement and Appendix 2A 5 November 2020 This notice is given by Invion Limited (Company) under Section 708A(5)(e) of the Corporations Act 2001 (Cth) (Corporations Act). The Company hereby confirms that: (a) on 29 October 2020, the Company issued 24,165,189 fully paid ordinary shares at an issue price of $0.0106 per share (Shares) to the Chief Executive Officer and Managing Director in lieu of deferred salary payments based on an issue price equal to the 14 day VWAP at the close of business 21 October 2020 as approved by shareholders in the Annual General Meeting held on 21 October 2020. (b) on 29 October 2020, the Company issued 9,278,200 fully paid ordinary shares at an issue price of $0.01 per share (Shares) to an employee in lieu of deferred salary payments based on the closing price on 29 October 2020. (c) the Shares referred to in paragraphs (a) and (b) above were issued without disclosure to investors under Part 6D.2 of the Corporations Act; (d) the Company is providing this notice under paragraph 5(e) of Section 708A of the Corporations Act; (e) as at the date of this notice the Company, as a disclosing entity under the Corporations Act, has compiled with: (f) (i) the provisions of Chapter 2M of the Corporations Act as they apply to the Company and; (ii) section 674 of the Corporations Act as it applies to the Company; and as at the date of this announcement, there is no excluded information of the type referred to in Sections 708A(7) and 708A(8) of the Corporations Act. This announcement is authorised for release by the Board of Directors of Invion Limited. Investor enquiries Thian Chew (Chairman & CEO) T: +61 9692 7222 E: investor@inviongroup.com Invion Limited ABN 76 094 730 417 Level 4, 100 Albert Road, South Melbourne, VIC, 3205, Australia P: +61 3 9692 7222 W: www.inviongroup.com About Invion Invion is a life-science company that is leading the global research and development of Photosoft™ technology for the treatment of a range of cancers. Invion holds the Australia and New Zealand license rights to the Photosoft™ technology. Research and clinical trials are funded by the technology licensor, RMW Cho Group Limited, via an R&D services agreement with the Company. Invion is listed on ASX (ASX:IVX). This announcement was approved for release by the Board of Invion Limited. For further information please contact investor@inviongroup.com. About Photodynamic Therapy (PDT) Invion is developing Photosoft™ technology as an improved next generation Photodynamic Therapy. PDT uses non-toxic photosensitisers and visible light in combination with oxygen to produce cytotoxic-reactive oxygen that kills malignant cells, shuts down tumours and stimulates the immune system. A potential alternative to surgery, and in contrast to radiotherapy and chemotherapy which are mostly immunosuppressive, PDT causes acute inflammation, expression of heat-shock proteins, and invasion and infiltration of a tumour by leukocytes. Invion Limited ABN 76 094 730 417 Level 4, 100 Albert Road, South Melbourne, VIC, 3205, Australia P: +61 3 9692 7222 W: www.inviongroup.com This appendix is not available as an online form Please fill in and submit as a PDF announcement +Rule 2.7 Appendix 2A Application for quotation of +securities 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. If you are an entity incorporated outside Australia and you are seeking quotation of a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for nonAustralian issuers. *Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity. Part 1 – Entity and announcement details Question no Question Answer 1.1 *Name of entity We (the entity here named) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.1 Invion Ltd 1.2 *Registration type and number ABN 76 094 730 417 Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number). 1.3 *ASX issuer code IVX 1.4 *This announcement is ☒ A new announcement Tick whichever is applicable. ☐ An update/amendment to a previous announcement ☐ A cancellation of a previous announcement 1.4a *Reason for update N/A Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update. 1.4b *Date of previous announcement to this update N/A Mandatory only if “Update” ticked in Q1.4 above. 1.4c *Reason for cancellation N/A Mandatory only if “Cancellation” ticked in Q1.4 above. 1.4d *Date of previous announcement to this cancellation N/A Mandatory only if “Cancellation” ticked in Q1.4 above. 1 Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult your legal adviser. + See chapter 19 for defined terms 31 January 2020 Page 1 This appendix is not available as an online form Please fill in and submit as a PDF announcement 1.5 *Date of this announcement Appendix 2A Application for quotation of +securities 5 November 2020 Part 2 – Type of issue Question No. Question Answer 2.1 *The +securities to be quoted are: ☐ Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B Select whichever item is applicable. If you wish to apply for quotation of different types of issues of securities, please complete a separate Appendix 2A for each type of issue. ☐ Being issued under a +dividend or distribution plan ☐ Being issued as a result of options being exercised or other +convertible securities being converted ☐ Unquoted partly paid +securities that have been paid up and are now quoted fully paid +securities ☐ +Restricted securities where the escrow period has expired or is about to expire ☐ +Securities previously issued under an +employee incentive scheme where the restrictions on transfer have ceased or are about to cease ☐ +Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer ☒ Other 2.2a.1 *Date of Appendix 3B notifying the market of the proposed issue of +securities for which quotation is now being sought N/A Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” 2.2a.2 *Are there any further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B? No Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”. + See chapter 19 for defined terms 31 January 2020 Page 2 This appendix is not available as an online form Please fill in and submit as a PDF announcement Appendix 2A Application for quotation of +securities 2.2a.2.1 N/A *Please provide details of the further issues of +securities yet to take place to complete the transaction(s) referred to in the Appendix 3B Answer this question if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.2a.2 is “Yes”. Please provide details of the proposed dates and number of securities for the further issues. This may be the case, for example, if the Appendix 3B related to an accelerated pro rata offer with an institutional component being quoted on one date and a retail component being quoted on a later date. 2.2b.1 *Date of Appendix 3A.1 lodged with ASX in relation to the underlying +dividend or distribution N/A Answer this question if your response to Q2.1 is “Being issued under a dividend or distribution plan”. 2.2b.2 *Does the +dividend or distribution plan meet the requirement of listing rule 7.2 exception 4 that it does not impose a limit on participation? N/A Answer this question if your response to Q2.1 is “Being issued under a dividend or distribution plan”. Note: Exception 4 only applies where security holders are able to elect to receive all of their dividend or distribution as securities. For example, Exception 4 would not apply in the following circumstances: 1) The entity has specified a dollar limit on the level of participation e.g. security holders can only participate to a maximum value of $x in respect of their entitlement, or 2) The entity has specified a maximum number of securities that can participate in the plan e.g. security holders can only receive securities in lieu of dividend payable for x number of securities. 2.2c.1 Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code) N/A Answer this question if your response to Q2.1 is “Being issued as a result of options being exercised or other convertible securities being converted”. 2.2c.2 And the date the options were exercised or other +convertible securities were converted N/A Answer this question if your response to Q2.1 is “Being issued as a result of options being exercised or other convertible securities being converted”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted. 2.2d.1 Please state the number and type of partly paid +securities (including their ASX security code) that were fully paid up N/A Answer this question if your response to Q2.1 is “Unquoted partly paid securities that have been paid up and are now quoted fully paid securities”. + See chapter 19 for defined terms 31 January 2020 Page 3 This appendix is not available as an online form Please fill in and submit as a PDF announcement 2.2d.2 And the date the +securities were fully paid up Appendix 2A Application for quotation of +securities N/A Answer this question if your response to Q2.1 is “Unquoted partly paid securities that have been paid up and are now quoted fully paid securities”. Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up. 2.2e.1 Please state the number and type of +restricted securities (including their ASX security code) where the escrow period has expired or is about to expire N/A Answer this question if your response to Q2.1 is “Restricted securities where the escrow period has expired or is about to expire”. 2.2e.2 And the date the escrow restrictions have ceased or will cease N/A Answer this question if your response to Q2.1 is “Restricted securities where the escrow period has expired or is about to expire”. Note: If this occurred over a range of dates, enter the date the last of the escrow restrictions has ceased or will cease. 2.2f.1 Please state the number and type of +securities (including their ASX security code) previously issued under the +employee incentive scheme where the restrictions on transfer have ceased or are about to cease N/A Answer this question if your response to Q2.1 is “Securities previously issued under an employee incentive scheme where the restrictions on transfer have ceased or are about to cease”. 2.2f.2 And the date the restrictions on transfer have ceased or will cease: N/A Answer this question if your response to Q2.1 is “Securities previously issued under an employee incentive scheme where the restrictions on transfer have ceased or are about to cease”. Note: If this occurred over a range of dates, enter the date the last of the restrictions on transfer has ceased or will cease. 2.2g.1 Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer N/A Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”. + See chapter 19 for defined terms 31 January 2020 Page 4 This appendix is not available as an online form Please fill in and submit as a PDF announcement Appendix 2A Application for quotation of +securities 2.2g.2 N/A *Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”. 2.2g.3 *Are any of these +securities being issued to +key management personnel (KMP) or an +associate N/A Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”. 2.2g.3.a *Provide details of the recipients and the number of +securities issued to each of them. Answer this question if your response to Q2.1 is “Securities issued under an employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer” and your response to Q2.2g.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”. Name of KMP 2.2h.1 Name of registered holder *The purpose(s) for which the entity is issuing the +securities is: Answer this question if your response to Q2.1 is “Other”. You may select one or more of the items in the list. Number of +securities ☐ To raise additional working capital ☐ To fund the retirement of debt ☐ To pay for the acquisition of an asset [provide details below] ☒ To pay for services rendered [provide details below] ☐ Other [provide details below] Additional details: a) In lieu of deferred salary payment to a departing CEO and managing director as approved by shareholders (Resolution 4) at the AGM held on 21 October 2020. b) In lieu of deferred salary payment to a departing employee. + See chapter 19 for defined terms 31 January 2020 Page 5 This appendix is not available as an online form Please fill in and submit as a PDF announcement Appendix 2A Application for quotation of +securities 2.2h.2 a) In lieu of deferred salary payment to a departing CEO and managing director as approved by shareholders (Resolution 4) at the AGM held on 21 October 2020. b) In lieu of deferred salary payment to a departing employee. *Please provide any further information needed to understand the circumstances in which you are applying to have these +securities quoted on ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”. 2.2i *Are these +securities being offered under a +disclosure document or +PDS? No Answer this question if your response to Q2.1 is any option other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B”. 2.2i.1 *Date of +disclosure document or +PDS? N/A Answer this question if your response to Q2.1 is any option other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.2i is “Yes”. Under the Corporations Act, the entity must apply for quotation of the securities within 7 days of the date of the disclosure document or PDS. 2.3 *The +securities to be quoted are: Tick whichever is applicable ☒ Additional +securities in a class that is already quoted on ASX ("existing class") ☐ New +securities in a class that is not yet quoted on ASX ("new class") Part 3A – number and type of +securities to be quoted (existing class or new class) where issue has previously been notified to ASX in an Appendix 3B Answer the questions in this Part if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”. Question No. Question Answer 3A.1 *ASX security code & description N/A 3A.2 *Number of +securities to be quoted N/A Part 3B – number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class”. Question No. Question Answer 3B.1 *ASX security code & description IVX Ordinary Shares + See chapter 19 for defined terms 31 January 2020 Page 6 This appendix is not available as an online form Please fill in and submit as a PDF announcement Appendix 2A Application for quotation of +securities 3B.2 *Number of +securities to be quoted a) 24,165,189 IVX Ordinary Shares, exercisable at $0.0106 per share. b) 9,278,200 IVX Ordinary Shares, exercisable at $0.01 per share. 3B.3a *Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? Yes 3B.3b *Is the actual date from which the +securities will rank equally (non-ranking end date) known? N/A Answer this question if your response to Q3B.3a is “No”. 3B.3c *Provide the actual non-ranking end date N/A Answer this question if your response to Q3B.3a is “No” and your response to Q3B.3b is “Yes”. 3B.3d *Provide the estimated non-ranking end period N/A Answer this question if your response to Q3B.3a is “No” and your response to Q3B.3b is “No”. 3B.3e *Please state the extent to which the +securities do not rank equally: N/A • in relation to the next dividend, distribution or interest payment; or • for any other reason Answer this question if your response to Q3B.3a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. Part 3C – number and type of +securities to be quoted (new class) where issue has not previously been notified to ASX in an Appendix 3B Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “new class”. Question No. Question Answer 3C.1 *Security description N/A 3C.2 *Security type ☐ Ordinary fully or partly paid shares/units Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non-convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued. ☐ Options + See chapter 19 for defined terms 31 January 2020 ☐ +Convertible debt securities ☐ Non-convertible +debt securities ☐ Redeemable preference shares/units ☐ Other Page 7 This appendix is not available as an online form Please fill in and submit as a PDF announcement Appendix 2A Application for quotation of +securities 3C.3 N/A ISIN code Answer this question if you are an entity incorporated outside Australia and you are seeking quotation of a new class of securities other than CDIs. See also the note at the top of this form. 3C.4 *Number of +securities to be quoted N/A 3C.5a *Will all the +securities issued in this class rank equally in all respects from the issue date? N/A 3C.5b *Is the actual date from which the +securities will rank equally (non-ranking end date) known? N/A Answer this question if your response to Q3C.5a is “No”. 3C.5c *Provide the actual non-ranking end date N/A Answer this question if your response to Q3C.5a is “No” and your response to Q3C.5b is “Yes”. 3C.5d *Provide the estimated non-ranking end period N/A Answer this question if your response to Q3C.5a is “No” and your response to Q3C.5b is “No”. 3C.5e *Please state the extent to which the +securities do not rank equally: N/A • in relation to the next dividend, distribution or interest payment; or • for any other reason Answer this question if your response to Q3C.5a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue. 3C.6 Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities to be quoted N/A You may cross-reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform. 3C.7 *Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? N/A Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable. + See chapter 19 for defined terms 31 January 2020 Page 8 This appendix is not available as an online form Please fill in and submit as a PDF announcement 3C.8 Appendix 2A Application for quotation of +securities *Provide a distribution schedule for the new +securities according to the categories set out in the left hand column – including the number of recipients and the total percentage of the new +securities held by the recipients in each category. Number of +securities held Number of holders Total percentage of +securities held 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over Answer this question only if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question) and the securities to be quoted have already been issued. Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new +securities received by each of those recipients, and a distribution schedule for the securities when they are issued. 3C.9a Ordinary fully or partly paid shares/units details Answer the questions in this section if you selected this security type in your response to Question 3C.2. *+Security currency N/A This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared. *Will there be CDIs issued over the +securities? N/A *CDI ratio X:Y Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities). *Is it a partly paid class of +security? N/A *Paid up amount: unpaid amount X:Y Answer this question if answered “Yes” to the previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD). *Is it a stapled +security? N/A This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading. 3C.9b Option details Answer the questions in this section if you selected this security type in your response to Question 3C.2. *+Security currency N/A This is the currency in which the exercise price is payable. + See chapter 19 for defined terms 31 January 2020 Page 9 This appendix is not available as an online form Please fill in and submit as a PDF announcement *Exercise price Appendix 2A Application for quotation of +securities N/A The price at which each option can be exercised and convert into the underlying security. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD). *Expiry date N/A The date on which the options expire or terminate. *Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if an option is exercised N/A For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)”. 3C.9c Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3C.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section *Type of +security ☐ Simple corporate bond Select one item from the list ☐ Non-convertible note or bond ☐ Convertible note or bond ☐ Preference share/unit ☐ Capital note ☐ Hybrid security ☐ Other *+Security currency N/A This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid. Face value N/A This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD). *Interest rate type ☐ Fixed rate Select one item from the list ☐ Floating rate Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities ☐ Indexed rate ☐ Variable rate ☐ Zero coupon/no interest ☐ Other Frequency of coupon/interest payments per year Select one item from the list. ☐ Monthly ☐ Quarterly ☐ Semi-annual ☐ Annual ☐ No coupon/interest payments ☐ Other First interest payment date + See chapter 19 for defined terms 31 January 2020 N/A Page 10 This appendix is not available as an online form Please fill in and submit as a PDF announcement Appendix 2A Application for quotation of +securities A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments Interest rate per annum % p.a. Answer this question if the interest rate type is fixed. *Is the interest rate per annum estimated at this time? N/A Answer this question if the interest rate type is fixed. If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known) N/A Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time. *Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? N/A Answer this question if the interest rate type is floating or indexed. *What is the reference rate, bas