Prescient Therapeutics : Prospectus

Prospectus

Prescient Therapeutics Limited ACN 006 569 106

Fully underwritten non-renounceable pro rata entitlement offer of one New

Share for every five Existing Shares and one New Option for every two New Shares issued at an offer price of $0.05 per New Share to raise approximately $2.1 million before the exercise of any New Options

Last date for acceptance and payment: 5.00pm (Sydney time) on 23 April 2019

If you are an Eligible Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. If, after reading this document, you have any questions about the securities being offered for issue under it or any other matter, you should contact your stockbroker, solicitor, accountant or other professional adviser.

This Prospectus also provides for the issue of the Placement Options on the terms announced by the Company on 25 March 2019.

THE DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

Not for release to US wire services or distribution in the United States

Underwriter

Legal Adviser

Table of contents

IMPORTANT NOTICES -------------------------------------------------------------------------------------- 1

Letter from the Chairman ---------------------------------------------------------------------------------- 1

• 1 Investment overview------------------------------------------------------------------------------- 3

• 2 Prescient - the business -------------------------------------------------------------------------- 8

• 3 Details and effect of the Entitlement Offer ------------------------------------------------------ 9

• 4 How to apply ---------------------------------------------------------------------------------------13

• 5 Financial information------------------------------------------------------------------------------17

• 6 Risk factors ----------------------------------------------------------------------------------------19

• 7 Material agreements ------------------------------------------------------------------------------24

• 8 Further information -------------------------------------------------------------------------------25

• 9 Additional information ----------------------------------------------------------------------------29

• 10 Glossary --------------------------------------------------------------------------------------------35

Corporate directory ----------------------------------------------------------------------------------------38

Annexure ----------------------------------------------------------------------------------------------------39

New Option terms

39

IMPORTANT NOTICES

General

This Prospectus is dated 25 March 2019. A copy of this Prospectus was lodged with ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or the merits of any investment under this Prospectus. No Shares or Options will be allotted or transferred on the basis of this Prospectus after the expiry date. This Prospectus expires on 25 April 2020.

No person may give any information or make a representation about the Entitlement Offer, which is not in this Prospectus. Information or representations not in this Prospectus must not be relied on as authorised by the Company, or any other person, in connection with the Entitlement Offer.

This Prospectus provides information for investors to decide if they wish to invest in Prescient. Read this document in its entirety. Examine the assumptions underlying the risk factors that could affect the financial performance of Prescient. Consider these factors carefully in light of your personal financial circumstances. Seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest. The Entitlement Offer does not take into account the investment objectives, financial situation or needs of particular investors.

Australian and New Zealand residents only

The New Shares and New Options to be issued under this Prospectus are only offered to Eligible Shareholders, being Shareholders with a registered address in Australia or New Zealand at 7.00pm (Sydney time) on the Record Date.

The offer is available to Australian and New Zealand residents having a registered address in those jurisdictions. The distribution of this Prospectus in jurisdictions outside Australia or New Zealand may be restricted by law. Seek advice on and observe any restrictions. This Prospectus is not an offer in any place where, or to any person to whom, it would not be lawful to make the offer.

Special notice to New Zealand Resident investors

This offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is chapter 8 Corporations Act 2001 (Cth) (Aust) and regulations made under that Act. In New Zealand, this is subpart 6 of part 9 Financial Markets Conduct Act 2013 and part 9 of the Financial Markets Conduct Regulations 2014.

This offer and the content of the offer document are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act 2001 (Aust) and the regulations made under that Act set out how the offer must be made.

There are differences in how financial products are regulated under Australian law. For example, the disclosure of fees for managed investment schemes is different under the Australian regime.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian financial products may differ from the rights, remedies and compensation arrangements for New Zealand financial products.

Both the Australian and New Zealand financial markets regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this offer, please contact the Financial Markets Authority, New Zealand (http://www.fma.govt.nz). The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian financial products is not the same as for New Zealand financial products.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The offer may involve a currency exchange risk. The currency for the financial products is not New Zealand dollars. The value of the financial products will go up or down according to changes in the exchange rate between the currency and New Zealand dollars. These changes may be significant.

If you expect the financial products to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

If the financial products are able to be traded on a financial products market and you wish to trade the financial products through that market, you will have to make arrangements for a participant in that market to sell the financial products on your behalf. If the financial product market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the financial products and trading may differ from financial product markets that operate in New Zealand.

Electronic prospectus

This Prospectus is available electronically atwww.ptxtherapeutics.com. The Entitlement and Acceptance Form attached to the electronic version of this Prospectus must be used within Australia or New Zealand. Electronic versions of this Prospectus should be downloaded and read in their entirety. Obtain a paper copy of the Prospectus (free of charge) by telephoning [phone]. Applications for New Shares and New Options may only be made on the Entitlement and Acceptance Form attached to this Prospectus or in its paper copy form downloaded in its entirety fromwww.ptxtherapeutics.com.

Exposure period

No exposure period applies to this Prospectus by operation of the Corporations Act in respect of the New Shares and the ASIC Corporations (Exposure Period) Instrument 2016/74 (in respect of the New Options).

Privacy

The Company and the share registry collect, hold and use personal information received from you to communicate and provide services to you as a Shareholder. The Company may disclose information to its agents, service providers (such as the share registry) and government bodies. The Company's privacy policy sets out how you may access, correct and update the personal information that the Company holds about you (by contacting the share registry), how you can complain about privacy related matters and how the Company responds to complaints.

Defined terms

Capitalised terms used in this Prospectus are defined in the Glossary.

Currency

Monetary amounts shown in this Prospectus are expressed in Australian dollars unless otherwise stated.

Photographs and diagrams

Photographs used in this Prospectus without descriptions are only for illustration. The people shown are not endorsing this Prospectus or its contents. Diagrams used in this Prospectus may not be drawn to scale. The assets depicted in photographs in this Prospectus are not assets of the Company unless otherwise stated.

Important Information for holders of Shares outside Australia and New Zealand

To the extent that you hold Shares on behalf of another person resident outside Australia or New Zealand, you may not distribute this document to such persons and may only purchase New Shares and New Options on behalf of them if you have investment discretion.

This document does not constitute an offer of securities in any place outside Australia or New Zealand. In particular, this document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares and New Options have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares and New Options may not be offered, sold or resold, directly or indirectly in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws.

Because of these legal restrictions, you must not send copies of this document or any other material relating to the Entitlement Offer to any person resident in the United States or elsewhere outside Australia and New Zealand.

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

2

Letter from the Chairman

25 March 2019

Dear Shareholder

On behalf of your Board, it gives me great pleasure to offer you this opportunity to increase your investment in Prescient through participation in this one for five non-renounceable pro rata issue of new

Prescient shares at a price of $0.05 per New Share (New Shares) and one option for every two New Shares issued (New Options)(Entitlement Offer).

On 25 March 2019, Prescient announced its successful raising of approximately $1.8 million through a first tranche placement to institutional and sophisticated investors which is anticipated to be completed

on 1 April 2019, utilising the Company's existing placement capacity under the Listing Rules, and a

second tranche placement to raise a further $5.2 million, subject to obtaining shareholder approval, anticipated to be completed on or around 3 May 2019 (Placement) (together with the Entitlement Offer,

the Equity Raising).

The Offer Price of $0.05 represents a 10.7% discount to the closing price of Shares on 20 March 2019 (being the last trading day before announcement of the Equity Raising). It is also the same price offered to sophisticated and professional investors under the Placement.

Prescient intends to raise approximately $2.1 million (before direct offer costs) through the issue of approximately 42.3 million Shares under the Entitlement Offer. In addition, if all of the available New Options are issued and exercised, Prescient will raise approximately $1,324,269.

The Entitlement Offer is underwritten by Bell Potter Securities Limited.

The Board intends to use the proceeds of the Equity Raising to progress its clinical programs, including additional drug manufacture and clinical trial management, as well as for general working capital purposes. Further details on the proposed use of funds is set out in section 1.3 of this Prospectus.

The number of New Shares you are entitled to subscribe for under the Entitlement Offer (Entitlement) is set out in your personalised Entitlement and Acceptance Form that is attached to this Prospectus.

If you take up your Entitlement, you can also apply for additional Shares under a 'top-up' facility (refer to section 3.3 of this Prospectus for more information).

The Entitlement Offer is non-renounceable and therefore your Entitlements will not be tradeable on ASX or otherwise transferable.

The Entitlement Offer closes at 5.00pm (Sydney time) on 23 April 2019.

Please read in full the details on how to submit your application, which are set out in this Prospectus. For further information about the Entitlement Offer, please call the share registry, Automic Registry Services on 1300 288 664 (within Australia) or [phone] (outside Australia), or visit the Company's website atwww.ptxtherapeutics.com.

You should also consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the Entitlement Offer.