Announcement PDF Prospectus Invion Limited (ACN 094 730 417) A pro rata non-renounceable entitlement offer of 77 Loyalty Options for every 100 Existing Shares held on the Record Date at an offer price of 1.5 cents per Loyalty Option to raise approximately $1 million before costs. This Prospectus also includes a further offer to Eligible Optionholders of 1 Piggy-Back Option for every 2 Loyalty Options exercised prior to the Piggy-Back Option Expiry Date, as described in section 1.20. This document is important and requires your immediate attention. It should be read in its entirety. Invion Limited is subject to regular reporting and disclosure obligations. A copy of this document, and other documents lodged with the Australian Securities and Investments Commission (ASIC) may be obtained from, or inspected at, an ASIC office. If you have any questions, you should contact your stockbroker, solicitor, accountant or other professional adviser. This is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act 2001 (Cth). NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OF AMERICA CONTENTS 1. 2. 3. 4. DESCRIPTION OF THE OFFER .............................................................................................. 7 1.1 Overview of Entitlement Offer ...................................................................................... 7 1.2 Piggy-Back Options Offer ............................................................................................ 7 1.3 Purpose of the Equity Raising ...................................................................................... 8 1.4 No trading of Entitlements ............................................................................................ 8 1.5 Shortfall Offer ............................................................................................................... 8 1.6 Underwriter Offer.......................................................................................................... 9 1.7 Eligibility to participate in the Entitlement Offer ........................................................... 9 1.8 Rights attaching to Shares ......................................................................................... 10 1.9 Allotment of Loyalty Options ...................................................................................... 10 1.10 Prices of Shares ......................................................................................................... 10 1.11 Further information ..................................................................................................... 10 1.12 Summary of material terms of Underwriting Agreement ............................................ 10 1.13 Sub-underwriting by related parties ........................................................................... 14 1.14 Foreign Shareholders................................................................................................. 14 HOW TO APPLY UNDER THE ENTITLEMENT OFFER ....................................................... 16 2.1 Eligible Shareholder's choices ................................................................................... 16 2.2 Taking up all of your Entitlement ................................................................................ 16 2.3 Taking up part of your Entitlement and allow for the balance to lapse ...................... 16 2.4 Allow your Entitlement to lapse .................................................................................. 17 2.5 Consequences of not accepting your Entitlement ..................................................... 17 2.6 Payment by BPAY® ................................................................................................... 17 2.7 Payment by cheque ................................................................................................... 18 2.8 Payment by Electronic Funds Transfer (EFT) ........................................................... 18 2.9 No minimum subscription ........................................................................................... 18 2.10 Entitlement and Acceptance Form is binding ............................................................ 18 2.11 Brokerage and stamp duty ......................................................................................... 20 2.12 Notice to nominees and custodians ........................................................................... 20 EFFECT OF THE EQUITY RAISING ON INVION .................................................................. 22 3.1 Effect of the Equity Raising ........................................................................................ 22 3.2 Effect on consolidated statement of pro forma financial position .............................. 22 3.3 Material changes in the financial position of Invion ................................................... 23 3.4 Effect on capital structure .......................................................................................... 23 3.5 Control implications .................................................................................................... 23 RISK FACTORS ...................................................................................................................... 25 4.1 Introduction ................................................................................................................ 25 4.2 Risks specific to the Equity Raising ........................................................................... 25 -ii3438-2926-2395, v. 1 5. 4.3 Risks specific to Invion ............................................................................................... 25 4.4 General risks .............................................................................................................. 27 4.5 Other risks .................................................................................................................. 27 ADDITIONAL INFORMATION ................................................................................................ 28 5.1 Transaction specific prospectus ................................................................................. 28 5.2 Information available to Shareholders ....................................................................... 28 5.3 Rights attaching to Loyalty Options ........................................................................... 30 5.4 Rights attaching to Piggy-Back Options..................................................................... 31 5.5 Rights attaching to Shares ......................................................................................... 33 5.6 Corporate Governance .............................................................................................. 34 5.7 Additional information................................................................................................. 34 5.8 Interests of Directors .................................................................................................. 34 5.9 Interests of named persons ....................................................................................... 35 5.10 Consents .................................................................................................................... 35 5.11 Expenses of the Offer ................................................................................................ 36 5.12 Electronic Prospectus ................................................................................................ 36 6. DIRECTORS’ AUTHORISATION ........................................................................................... 37 7. DEFINITIONS ......................................................................................................................... 38 -iii3438-2926-2395, v. 1 IMPORTANT NOTICES This Prospectus is not to be distributed in, and no offer of Loyalty Options, Piggy-Back Options or Underwriter Securities is to be made in countries other than Australia except as set out in section 1.14 of this Prospectus. The distribution of this Prospectus (including an electronic copy) in other jurisdictions may be restricted by law and, therefore, persons who come into possession of this Prospectus should seek advice on and observe these restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. This Prospectus is dated Monday, 23 June 2025 and was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. The Prospectus expires 13 months after the date of this Prospectus. No securities will be issued on the basis of this Prospectus any later than 13 months after the date of issue of this Prospectus. No action has been taken to register or qualify the Entitlement Offer, the Entitlements, the Loyalty Options, the Piggy-Back Options, the Underwriter Securities, or otherwise permit the public offering of the Loyalty Options, Piggy-Back Options or Underwriter Securities, in any jurisdiction other than Australia. This Prospectus contains offers of options to acquire continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Each Application will be subject to all requisite authorities and clearances being obtained for the Company to lawfully receive any or all of the Application Monies. The Company may make additional announcements after the date of this Prospectus and throughout the period that the Offers are open that may be relevant to your consideration about whether you should participate in the Offers. Definitions, currency and time Defined terms used in this Prospectus are contained in section 7. All references to currency are to Australian dollars and all references to time are to Australian Eastern Daylight Time (AEST) unless otherwise indicated. No party other than the Company has authorised or caused the issue of this Prospectus, or takes any responsibility for, or makes, any statements, representations or undertakings in this Prospectus or for any action you take in reliance on this Prospectus. Taxation consequences for Applicants There will be tax implications associated with participating in the Offers and receiving Loyalty Options, Piggy-Back Options and Underwriter Securities (if applicable). The Company considers that it is not appropriate to give advice regarding the tax consequences of subscribing for Loyalty Options, Piggy-Back Options and Underwriter Securities under this Prospectus or the subsequent disposal of any Loyalty Options, Piggy-Back Options and Underwriter Securities, as applicable. The Company recommends that you consult your professional tax adviser in connection with the Offers. By returning an Application Form or otherwise making payment via BPAY® in accordance with the instructions on the Application Form, you acknowledge that you have read this Prospectus and you have acted in accordance with, and agree to the terms of, the applicable Offer as detailed in this Prospectus. Neither Blue Ocean Equities Pty Ltd ACN 151 186 935 (Lead Manager), nor its related bodies corporate or affiliates, nor any of its directors, officers, partners, employees, representatives, contractors, consultants, agents or advisers (together, the Relevant Parties) have authorised, permitted or caused the issue or lodgement, submission, despatch or provision of this Prospectus and there is no statement in this Prospectus which is based on any statement made by the Lead Manager or by any Relevant Party. To the maximum extent permitted by law, each Relevant Party expressly disclaims all duties and liabilities (including for fault, negligence and negligent misstatement) in respect of, and makes no representations or warranties regarding, and takes no responsibility for, any part of this Prospectus or any action taken by you on the basis of the information in this Prospectus, and makes no representation or warranty as to the fairness, currency, accuracy, reliability or completeness of this Prospectus. Privacy The Company and the Lead Manager may collect information about each Applicant provided on an Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's securityholding in the Company. By submitting an Application Form, you will be providing personal information to the Company (directly or through the Share Registry) or the Lead Manager. The Company and the Lead Manager collects, holds and will use that information to assess your Application. The Company collects your personal information to process and administer your securityholding in the Company and to provide related services to you. The Company may disclose your personal information for purposes related to your securityholding in the Company, including to the Lead Manager, the Share Registry, the Company’s related bodies corporate, agents, contractors and third-party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that the Company holds about you. To make a request for access to your personal information held by (or on behalf of) the Company, please contact the Share Registry. Foreign offers This Prospectus and the Application Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make that offer or invitation. In particular, this Prospectus does not constitute an offer to Ineligible Shareholders to participate in the Entitlement Offer and may not be distributed in the United States of America and the Loyalty Options, Piggy-Back Options and Underwriter Securities may not be offered or sold, directly or indirectly, to persons in the United States of America. 1 Governing law Risks This Prospectus, the Offers and the contracts formed on acceptance of the Applications are governed by the laws applicable in Victoria, Australia. Each Applicant submits to the exclusive jurisdiction of the Queensland courts and courts competent to hear appeals from those courts. Refer to section 4 of the Prospectus for a summary of general and specific risk factors that may affect the Company and the Offers. No representations The Company and the Lead Manager will have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade Loyalty Options they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by the Company or the Share Registry or otherwise, or who otherwise trade or purport to trade Loyalty Options in error or to which they do not hold or are not entitled. Trading of Loyalty Options No person is authorised to give any information, or to make any representation, in connection with the Offers which is not contained in this Prospectus. Any information or representation in connection with the Offers not contained in the Prospectus may not be relied upon as having been authorised by the Company or any of its officers. Except as required by law, and only to the extent so required, none of the Company, the Lead Manager, nor any other person, warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Prospectus. If you are in any doubt as to these matters, you should first consult with your stockbroker, accountant or other professional adviser. Past performance Investors should note that the Company’s past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) the Company’s future performance including its future financial position or share price performance. Forward looking statements This Prospectus contains certain forward-looking statements with respect to the financial condition, results of operations, projects and business of the Company and certain plans and objectives of the management of the Company. These forward-looking statements involve known and unknown risks, uncertainties and other factors which are subject to change without notice and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither the Company, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur. In particular, those forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of the Company. A number of important factors could cause actual results or performance to differ materially from the forward-looking statements. Investors should consider the forward-looking statements contained in this Prospectus in light of those disclosures. To the maximum extent permitted by law, the Company, the Lead Manager and their respective advisors, affiliates, related bodies corporate, directors, officers, partners, employees and agents disclaim any responsibility and undertake no obligation for the accuracy or completeness of any forward-looking statements whether as a result of new information, future events or results or otherwise. The Company and the Lead Manager each disclaim any responsibility to update or revise any forward-looking statement to reflect any change in the Company’s financial condition, status or affairs or any change in the events, conditions or circumstances on which a statement is based, except as required by Australian law. 2 3438-2926-2395, v. 1 CHAIRMAN’S LETTER 23 June 2025 Dear Shareholder As announced by Invion Limited (Invion or Company) to ASX on 13 June 2025, Invion intends to undertake a capital raising, comprising: • a fully underwritten, pro rata non-renounceable offer of 77 new options with an exercise price of 14 cents and an expiry date of 30 June 2027 (Loyalty Option) for every 100 existing Shares held at the Record Date, at an offer price of 1.5 cents (Offer Price) (Entitlement Offer); and • a further offer to option holders that exercise Loyalty Options by 31 December 2025 (PiggyBack Options Issue Expiry Date), to be issued 1 new option with an exercise price of 21 cents and an expiry date of 30 June 2027 (Piggy-Back Options) for every 2 Loyalty Options that are exercised by the Piggy-Back Options Issue Expiry Date, (together, the Equity Raising or Offers). Invion will raise approximately $1 million in the Entitlement Offer and would raise up to an additional approximately $16.1 million (before costs) if all Loyalty Options and Piggy-Back Options are taken up and exercised. As a valued Shareholder of Invion, I am pleased to offer you the opportunity to participate in the Equity Raising. The Entitlement Offer is lead managed and fully underwritten, by Blue Ocean Equities Pty Ltd (Lead Manager). Invion’s Chairman and Chief Executive Officer, Mr Thian Chew, has committed to taking up all Entitlements in respect of all Shares he holds or controls. Mr Chew, through an entity associated with him, has also committed to sub-underwriting the Entitlement Offer, to a further $150,000. No fees will be payable to Mr Chew or his associated entity for the sub-underwriting. Further details of Mr Chew’s sub-underwriting arrangements are set out in section 1.13. Other Directors who hold or control Shares also intend to take up some or all of their Entitlements under the Entitlement Offer. The Entitlement Offer will open on Tuesday, 1 July 2025 and close at 5.00pm (AEST) on Thursday, 10 July 2025. If you are an Eligible Shareholder, the number of Loyalty Options that you are entitled to subscribe for under the Entitlement Offer (Entitlement) is set out in your personalised Entitlement and Acceptance Form accompany this Prospectus which is available to Eligible Shareholders at www.investorserve.com.au. Entitlements are non-renounceable and will not be tradeable on ASX or otherwise transferable. Eligible Shareholders who do not take up their Entitlements in full will not receive any payment or value in respect of those entitlements. Use of funds The proceeds of the Equity Raising are intended to support Invion’s R&D including the ongoing Phase I/II non-melanoma skin cancer (NMSC) trial and the upcoming anogenital cancer trial, in collaboration with Peter MacCullum Cancer Centre (Peter Mac), capital management and general working capital and costs of the Equity Raising. Any funds raised from the exercise of Loyalty Options or Piggy-Back Options will be used for the same purpose. 3 Risks All investors should be aware that an investment in Invion carries a number of significant risks. I encourage all investors to read the risks section in section 4 carefully before deciding whether to participate in the Entitlement Offer. Other information This Prospectus contains important information, including: ● instructions on how to apply, detailing how to participate in the Entitlement Offer, and a timetable of key dates; ● a personalised Application Form, to be completed in accordance with the instructions; and ● instructions on how to take up all or part of your Entitlement. The Piggy-Back Options Offer is only open to Eligible Optionholders as set out in section 1.2. Please read in full the details on how to submit your application, which are set out in this Prospectus. For further information regarding the Entitlement Offer, please contact the Invion Offer Information Line on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) from 8.30am to 5.00pm (Sydney, Australia time) Monday to Friday (excluding public holidays) or by e-mail to corporateactions@boardroomlimited.com.au. You should also consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the Entitlement Offer. On behalf of the Board of Invion, I encourage you to consider this investment opportunity and thank you for your ongoing support. Yours sincerely Thian Chew Chairman & Chief Executive Officer 4 3438-2926-2395, v. 1 SUMMARY OF THE EQUITY RAISING Entitlement Offer Ratio 77 Loyalty Options for every 100 Existing Shares Offer Price 1.5 cents per Loyalty Option Size (subject to rounding) Approximately 65.7 million Loyalty Options Renounceability The Entitlement Offer is non-renounceable Gross proceeds raised from the Entitlement Offer (excluding funds raised from exercise of Loyalty Options) Approximately $1 million Key terms of Loyalty Options Exercise price: 14 cents Expiry date: 30 June 2027 Capital structure after Entitlement Offer Number of Shares on issue following completion of the Entitlement Offer (subject to rounding) Approximately 84.7 million Shares Number of Options on issue following completion of the Entitlement Offer Approximately 84.4 million Options Piggy-Back Options Offer Upfront issue price $nil per Piggy-Back Option Size (assuming all Loyalty Options are exercised and subject to rounding) Approximately 32.9 million Piggy-Back Options (on the basis of 1 New Piggy-Back Option for every 2 Loyalty Options exercised on or before 31 December 2025) Key terms of Piggy-Back Options Exercise price: 21 cents Expiry date: 30 June 2027 5 KEY DATES Event Date Announcement of Entitlement Offer Friday, 13 June 2025 Prospectus and Appendix 3B for the Offers lodged with ASX Monday, 23 June 2025 "Ex" date Wednesday, 25 June 2025 Record date for eligibility under the Entitlement Offer (7:00pm AEST) Thursday, 26 June 2025 Prospectus and Entitlement and Acceptance Form despatched to Eligible Shareholders Tuesday, 1 July 2025 Entitlement Offer opens Last day to extend the Entitlement Offer Closing Date Monday, 7 July 2025 Entitlement Offer closes (5:00pm AEST) Thursday, 10 July 2025 Unless otherwise determined by ASX, Loyalty Options quoted on a deferred settlement basis from market open 1 Friday, 11 July 2025 Announcement of results of the Entitlement Offer Tuesday, 15 July 2025 Issue of Loyalty Options under the Entitlement Offer Thursday, 17 July 2025 Lodgement of Appendix 2A with ASX in respect of Loyalty Options issued under the Entitlement Offer 2 Settlement of Shortfall Loyalty Options (if any) Tuesday, 22 July 2025 Issue of Shortfall Loyalty Options (if any) Wednesday, 23 July 2025 Lodgement of Appendix 2A with ASX in respect of Shortfall Loyalty Options This timetable is indicative only and subject to change. The Directors (in consultation with the Lead Manager) may vary these dates subject to the Listing Rules. An extension of the timetable dates may delay the issue and allotment of Loyalty Options. The Directors also reserve the right not to proceed with the whole or part of the Entitlement Offer at any time before the allotment and issue of the Loyalty Options. In that event, any relevant Application Monies (without interest) will be returned in full to Applicants. The commencement of quotation of Loyalty Options is subject to the discretion of ASX. The Company intends to apply for the quotation of the Loyalty Options within 7 days of the date of this Prospectus. The Piggy-Back Options will not be quoted. Cooling off rights do not apply to an investment in Loyalty Options or Piggy-Back Options. You cannot withdraw your application once it has been accepted. ENQUIRIES If you have any investor relations questions about the Entitlement Offer, please contact the Invion Offer Information Line on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) from 8.30am to 5.00pm (Sydney, Australia time) Monday to Friday (excluding public holidays) or by e-mail to corporateactions@boardroomlimited.com.au. Alternatively, contact your stockbroker, solicitor, accountant or other professional adviser. 1 The Loyalty Options will be suspended by ASX under Listing Rule 17.3.4 pending confirmation by ASX that the requirements for quotation have been satisfied in accordance with the Listing Rules. 2 Quotation will be subject to confirmation by ASX that the requirements for quotation have been satisfied. 6 3438-2926-2395, v. 1 1. DESCRIPTION OF THE OFFER 1.1 Overview of Entitlement Offer The Entitlement Offer is a pro-rata, non-renounceable offer of 77 Loyalty Options for every 100 Existing Shares at the Offer Price of 1.5 cents per Loyalty Option. The Loyalty Options will be issued on the terms and conditions set out in section 5.3. In summary, the Loyalty Options will have an exercise price of 14 cents and an an expiry date of 30 June 2027. The Entitlement Offer is non-renounceable, meaning that Entitlements cannot be traded on ASX, nor can they be sold, transferred or otherwise disposed of. The Entitlement Offer will raise approximately $1 million before payment of offer costs (excluding any funds that may be raised from the exercise of Loyalty Options). The Entitlement Offer is fully underwritten by the Lead Manager. Eligible Shareholders who are on Invion’s share register on the Record Date are entitled to acquire 77 Loyalty Options for every 100 Existing Shares held on the Record Date. Fractional Entitlements will be rounded up to the nearest whole number of Loyalty Options. Eligible Shareholders should be aware that an investment in Invion involves risks. The risk factors identified by Invion are summarised in section 4 of this Prospectus. The Entitlement Offer will open on Tuesday, 1 July 2025 and closes at 5.00pm (AEST) on Thursday, 10 July 2025 or such later date as determined by Invion (in consultation with the Lead Manager) in its absolute discretion, subject to compliance with the Listing Rules. The announcement of the results of the Entitlement Offer will be made on Tuesday, 15 July 2025. The Loyalty Options offered under the Entitlement Offer are expected to be issued on Thursday, 17 July 2025. Invion will apply for the Loyalty Options to be quoted on the ASX within 7 days of the date of this Prospectus. Based on the capital structure of the Company as at the date of this Prospectus, (and assuming no Shares are issued prior to the Record Date including on exercise or conversion of securities on issue) approximately 65,748,609 Loyalty Options (subject to rounding of entitlements) will be issued. In addition to the $1 million raised from the Entitlement Offer, if the maximum number of Loyalty Options are exercised, the Company will raise an additional approximately $9.2 million. As at the date of this Prospectus, the Company has 18,609,359 Options on issue all of which may be exercised prior to the Record Date in order to participate in the Entitlement Offer. Please refer to section 3.4 for information on the exercise price and expiry date of the Options on issue. Any Shares issued upon the future exercise of Loyalty Options will rank equally with the Shares on issue at the date of