Announcement PDF ACRUX (ACR) - ASX ANNOUNCEMENT 4 AUGUST 2015 ISSUE OF OPTIONS Acrux (ASX: ACR) today confirmed the issue of Options to its Chief Executive Officer (CEO) and Managing Director, Michael Kotsanis. The Board is satisfied Mr Kotsanis has met the conditions for Tranche 2, pursuant to the terms of the CEO Share Option Plan, approved at the Acrux Limited Extraordinary Meeting, 3 February 2015. Mr Kotsanis holds 3,000,000 Options:  Tranche 1: 2,000,000 Options with an exercise price of $1.32, issued 3 February 2015  Tranche 2: 1,000,000 Options with an exercise price of $1.11 issued 22 1uly 2015 Appendix 3B and Appendix 3X are attached to this announcement. Contact Ross Dobinson, Non-Executive Chairman: 03 8379 0100 About Acrux  Acrux is an Australian drug delivery company, developing and commercialising a range of patient-preferred, patented pharmaceutical products for global markets, using its innovative technology to administer drugs through the skin.  The Acrux technology, used in marketed products including AXIRON®, Evamist® and Recuvyra™, is based on a fast-drying, small volume, accurately dosed solution, containing penetration enhancers, that when applied topically, deposit drug through the skin for long acting delivery.  Acrux has three products marketed by licensees in the USA, three products approved in Europe, and further products at earlier stages of development. For further information on Acrux, visit www.acrux.com.au Appendix 3X Initial Director's Interest Notice Rule 3.1 9A. l Appendix 3X Initial Director's Interest Notice 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 30/9/2001. IName of entity ACRUX LIMITED Q 72 082 001 152 N 1 l We (the entity) give ASX the following information under listing rule 3.19A. 1 and as agent for the director for the purposes of section 205G of the Corporations Act. [ Name of Director l Date of appointment r r ] 1 MICHAEL KOTSANIS 22 JULY 2014 Part 1 - Director's relevant interests in securities of which the director is the registered holder In the case oj a trust, this includes interests in the trust made available by the responsible entity of the trust Note: In the case of a company, in}eres(s which come within paragraph (i) of (he defini(ion of =no(ifiable interest of a director'a should be disclosed in (his part. Number & class of securities Unlisted Options: 2,000,000 issued 03/02/15 1,000,000 3,000,000 issued 22/07/ 15 Total: Options issued pursuant to CEO Share Option Plan approved at Extraordinary General Meeting on 3 February 2015 + See chapter 19 for defined terms. ll/3/2002 Appendix 3X Page l Appendix 3X Initial Director's Interest Notice Part 2 - Director's relevant interests in securities of which the director is not the registered holder In the case oj a trust, this includes interests in the trust made available by the responsible entity of the trust Name of holder & nature of interest i Number & class of Securities Note: Provide de(ails of (he circums(ances g'ving rise to the relevan( in(eres(. Not Applicable Part 3 - Director's interests in contracts Note: In the case of a company, in(eresis which come wi(liin paragraph (ii) of (he defuii(ion of =notifiable in}eres( of a direc(or= shorild be disclosed in (his par}. f Not Applicable l l Detail of contract Nature of interest Name of registered holder (if issued securities) l l No. and class of securities to which interest relates + See chapter 19 for defined terms. Appendix 3X Page 2 11/3/2002 Appendix 3B New issue announcement I? Rule 2.7, 3.lO.3, 3.lO.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 as property and may be made public. In(roduced ?I/07/96 0rigin: Appendix s Amended 01/07/98, 01/09/99, O?/07/00, 30/09/01 l l/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13 Narne of entity Acrux Limited AJ3N 72 082 001 152 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). l +Class of +securities issued or to Options 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; +convertible securities, the conversion price?-a';d"?dates ;o'rl conversion) 2,000,000 issued 3/2/2015 1,000,000 issued 22/7/2015 Options issued 3/2/20 15 : - exercise price $1.32 per option - expiry date 3/2/20 18 Options issued 22/7/2015: - exercise price $1.11 per option - expiry date 22/7/2018 + See chapter 19 for defined terms. 04/03/20 13 Appendix 3B Page l Appendix 3B New issue announcement 4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted Shares allocated on exercise of the Options will rank equally from the date of exercise. +securities? 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 s Issue price or consideration Nil. 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) The Options comprise the long term incentive component of the remuneration for the Chief Executive Officer and were issued pursuant to the teims of the Chief Executive Officer Share Option Plan, approved at the Acrux Limited Extraordinary General Meeting on 3 February 2015. 6a Is the entity an +eligible entit2y that No has obtained securiq holder approval under rule 7. IA? 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 Not Applicable resolution under nile 7.lA was passed 6c Number of +securities issued Not Applicable without security holder approval under rule 7. 1 6d Number of +securities issued with Not Applicable security holder approval under rule 7.1A + See chapter 19 for defined terms. Appendix 3B Page 2 04/03/20U Appendix 3B New issue announcement 6e Number of +securities issued with Not Applicable security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Not Applicable an exception in rule 7.2 6g If +securities issued under rule 7.lA, was issue price at least 75% of 15 day VWAP as calculated Not Applicable under rule 7.lA.3? .Jnclude the +issue date and both values. Include the source of the VWAP calculation. 6h If +seciu'ities were issued under Not Applicable rule 7.lA 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.lA - complete Annexure 1 Not Applicable and release to ASX Market Aru'iouncements 7 +Issue dates Note: The issue dace may be prescribed by ASX (refer (o (he definition of issue date in rule 19. 12). For example, (he issue date for a pro rata entiflemen( issue mus( comply wi(h (he applicable (imetable in Appendix 7A. 2,000,000 options issued 3/2/15 1,000,000 options issued 22/7/15 Cross reference: i(em 33 of Appendix 3B. Number 8 Number and +class of all i 1,666,521,711 +Class Ordinary shares +securities quoted on ASX (including the +securities in section 2 if applicable) + See chapter 19 for defined terms. 04/03/20 13 Appendix 3B Page 3 Appendix 3B New issue announcement Number 9 +Class Number and +class of all i 2,000,000 Options expiring 3/2/ 18 (including the +securities in section l 1,000,000 Options expiring 22/7/ 18 1,380,000 Employee share options +securities not quoted on ASX 2 if applicable) 10 Dividend policy (in the case of art Not Applicable. trust, distribution policy) on the increased capital (interests) Part 2 - Pro rata issue 11 Is security holder approval I Not Applicable. required? 12 Is the issue renounceable or non- l Not Applicable. renounceable? 13 Ratio in which the +securities will i Not Applicable. be offered 14 +Class of +securities to which the i Not Applicable. offer relates 15 +Record date to determine i Not Applicable. entitlements 16 Will holdings on different registers i Not Applicable. (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements ini Not Applicable. relation to fractions 18 Names of countries in which thei Not Applicable. entity has security holders who will not be sent new offer documents Note: Sectuity holders mus( be io}d how their en(itlemen(s are to be deal( wi(h. Cross reference: role 7.7. 19 Closing date for receipt ofl Not Applicable. acceptances or renunciations + See chapter 19 for defined terms. Appendix 3B Page 4 04/03/2013 Appendix 3B New issue announcement 20 Names of any underwriters Not Applicable. Not Applicable. 22 Names of any brokers to the issue i Not Applicable. 23 Fee or coimnission payable to the i Not Applicable. broker to the issue 24 Amount of any handling fee payable i Not Applicable. to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security I Not Applicable. holders' approval, the date of the meeting 26 Date entitlement and acceptance l Not Applicable. fornn and offer documents will be sent to persons entitled 27 If the entity has issued options, and i Not Applicable. the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if l Not Applicable. applicable) 29 Date rights trading will end (if l Not Applicable. applicable) 30 How do security holders sell their i Not Applicable. entitlements in full through a broker? 31 How do security holders sell part of ? Not Applicable. their entitlements through a broker and accept for the balance? + See chapter 19 for defined terms. 04/03/20 13 Appendix 3B Page s Appendix 3B New issue announcement 32 How do security holders dispose ofl %@t Applicable. their entitlements (except by sale through a broker)? 33 "Issue date 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) a +Securities described in Part l (b) a All other "securities Example: restricted securities at (he end of the escrosved period, pamy paid securi(ies thai become fully paid, employee incen(ive share securi(ies when res(ric(ion ends, sec?iri(ies issued on expiiy or conversion of conver}ible securi}ies 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 the +securities are 'equity securities, the names of the 20 largest holders of the a Ifadditional +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 a +securities setting out the number of holders in the categories l - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 a A copy of any trust deed for the additional "securities + See chapter 19 for defined terms. Appendix 3B Page 6 04/03/20 13 Appendix 3B New issue announcement Entities that have ticked box 34(b) 38 Number of +securities for which +quotation is sought 39 +Class of +securities for which quotation is sought 40 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities? 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 * @ 41 Reason for request for quotation now Example: In (he case of restric(ed sec?iri(ies, end of restric(ion period (if issued upon conversion of another +security, clearly identify that other "security) Number "Class 42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38) + See chapter 19 for defined temis. 04/03/20 13 Appendix 3B Page 7 Appendix 3B New issue announcement Quotation agreement l +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 I012C(6) of the Corporations Act. Note: An en(ity may need }o ob(ain appropria{e warranties from subscribers for the securities in order }o be able to give (his warranty * Section 724 or section 101 bE 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 lOl6F of the Corporations Act at the time that we request that the "securities be quoted. * 3 If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section lOl9B of the Corporations Act at the time that we request that the "securities be quoted. 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. S' Auqust 2fi)15 Date: ...':'.......nu..r'j' Sign here: (?/C? 4('ompany secretary) Print name: ,51-l]t'?ecrJ rA-fwofJH + See chapter 19 for defined temis. Appendix 3B Page 8 04/03/20 13 Appendix 3B New issue announcement Appendix 3B - Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.IA for eligiblp entities +##g#+#+ [ntroduced 01/08/12 Amended 04/03/13 Part 1 f 1 Rule 7.1 - Issues exceeding 15% of capital Step 1: Calculate l'A", the base figure from which the placement capacity is calculated Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue Add the following: Number of fully paid "ordinary securities issued in that 12 month period under an exception in rule 7.2 Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval Number of partly paid +ordinaiy securities that became fully paid in that 12 month period Note: a 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 securities cancelled during that 12 month period l A' IlJlll r ] + See chapter 19 for defined terms. 04/03/2013 Appendix 3B Page 9 Appendix 3B New issue announcement F Step 2,a Calculate 15% of "A" 1 B' 11011 0.15 [Note: this value cannot be changed? [ Multiply "A" by O.15 J 1 Step 3: Calculate IIC", the amount of placement capacity under rule 7. 1 that has already been used Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued: Under an exception in ri.ile 7.2 * Under rule 7.1A a 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 o 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 IIC,l I ll r 1 Step 4: Subtract"C" from /"A" x "B"l to calculate remaining placement capacity under rule 7. 1 "A" x O.15 Note: number must be same as shown in Step 2 Subtract "C" Note: number must be same as shown in Step 3 Total ["A" x O. 15] - "C" [Note: this is the remaining placement capacity under rule 7. 1] + See chapter 19 for defined terms. Appendix 3B Page 10 04/03/2013 Appendix 3B New issue announcement Part2 r l Rule 7.IA - Additional placement capacity for eligible entities Step 1: Calculate "A", the base figure from which the placement capacity is calculated A' 11 A Il Note: number must be same as shown in Step 1 of Part 1 l Step 2: Calculate 10% of ?A" l l&Dll 0.10 l Note: this value cannot be changed Multiply "A" by O.10 r l Step 3: Calculate 'E", the amount of placement capacity under rule 7. IA that has already been used Insert number of "equity securities issued 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 /t may be useful to set out issues of securities on different dates as separate line items r IIE)) l l + See chapter 19 for defined terms. 04/03/20 13 Appendix 3B Page 11 Appendix 3B New issue aHnouncement Step 4: Subtract"E" from /"!Q" x "D"? to calculate remaining placement capacity under rule 7, 1A "A" x O. 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 O.10] - "E" Note: this is the remaining placement capacity under rule 7. 1A + See chapter 19 for defined temis. Appendix 3B Page 12 04/03/2013