Biotron Limited Annual Report 2023

FY2023 Annual Report · Biotron Limited

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Level 2, 66 Hunter Street
Sydney NSW 2000
Tel: (61-2) 9300 3344
Fax: (61-2) 9221 6333
E-mail: pnightingale@biotron.com.au
Website: www.biotron.com.au

(59 pages by email)

20 October 2023

The Manager Companies
ASX Limited
20 Bridge Street
SYDNEY NSW 2000

Dear Madam

ANNUAL REPORT
AND NOTICE OF AGM

I attach the Company's Annual Report for the year ended 30 June 2023 and a copy of the Company's Notice
of Annual General Meeting to be held on 22 November 2023.

By Order of the Board

Peter J. Nightingale
Company Secretary

pjn11906

ANNUAL REPORT 2023

BIOTRON LIMITED
ABN 60 086 399 144

Contents

Operating and Financial Review . . . . . . . . . . . . . . . . 1

Corporate Governance Statement . . . . . . . . . . . . . . . 6

Directors’ Report . . . . . . . . . . . . . . . . . . . . 7

Lead Auditor’s Independence Declaration . . . . . . . . . . . . . 17

Statement of Profit or Loss and Other Comprehensive Income . . . . . .

Statement of Financial Position . . . . . . . . . . . . . . . . 19

Statement of Changes in Equity . . . . . . . . . . . . . . . . 20

Statement of Cash Flows . . . . . . . . . . . . . . . . . . 21

Notes to the Financial Statements . . . . . . . . . . . . . . . 22

Directors’ Declaration . . . . . . . . . . . . . . . . . . . 41

Independent Auditor’s Report . . . . . . . . . . . . . . . .

Additional Stock Exchange Information. . . . . . . . . . . . . . 47

Corporate Directory . . . . . . . . . . . . . . . . . . .

OPERATING AND FINANCIAL REVIEW

Review of Operations

Biotron Limited (‘Biotron’ or ‘the Company’) has completed several significant milestones during the
2022/23 financial year, including:

Completed dosing and recruitment for two BIT225 Phase 2 clinical trials at sites in Australia and

Thailand (BIT225-010 and BIT225-011) for treatment of HIV-1 infection.

Commenced detailed post-clinical phase analyses of samples collected during the BIT225-010 and

BIT225-011 Phase 2 trials.

Commenced a Phase 2 trial of BIT225 (BIT225-012) for the treatment of adults with COVID-19 at sites

in Thailand following receipt of approvals from relevant ethics and regulatory authorities.

Continued the design, synthesis and testing of new compounds with the aim of identifying next-

generation lead anti-HIV-1 and anti-SARS-CoV-2 drugs and a lead candidate for Hepatitis B virus (HBV).

Presented BIT225 COVID-19 mouse model data at an international scientific conference.

Completed an entitlement issue plus a follow-on placement, raising $6 million before costs, on the

following terms:
• A pro-rata renounceable entitlement issue of one new share and one listed option for every

two shares purchased. Under this offer, the Company issued 140,386,543 ordinary shares and
70,193,272 listed options for cash totaling $4,211,596.

• A placement of 59,613,457 ordinary shares and 29,806,846 listed options for cash totaling

$1,788,404.

• The listed options are each exercisable at 6 cents to acquire one fully paid ordinary share

exercisable at any time up to 25 November 2024.

• Proceeds from the entitlement issue and placement have been, and will be, used to:
- undertake the Phase 2 COVID-19 clinical trial;
- complete non-clinical assays for the Company’s two Phase 2 HIV-1 clinical trials;
- develop next generation drugs for the Company’s antiviral programs;
- advance the Hepatitis B virus program;
- advance commercialisation activities; and
- support working capital and costs of the offer.

Issued 12,000,000 listed options as part consideration to the lead manager and underwriter
under the same terms and conditions as the offer under the renounceable entitlement issue.

Received an R&D Tax Incentive rebate of $1,430,725 for the 2021/22 financial year.

Biotron’s core expertise lies in the design and
development of drugs that target virus-encoded
proteins known as viroporins. Viroporins, which are
found in a broad range of viruses and play key roles
in viral pathogenesis, are central to viruses modifying
host immune responses so that they evade them and
maintain ongoing cycles of infection.

Biotron has designed and developed a library of
compounds that target viroporins from a broad range
of different viruses that cause serious infections in
humans and other hosts.

SARS-CoV-2 Program

Biotron has had a long interest in coronaviruses, dating
from the SARS-1 epidemic, which provided a good
background for knowing how to successfully target
SARS-CoV-2 (COVID-19).

BIT225, Biotron’s lead antiviral clinical-stage,
investigational, small molecule antiviral drug, has, in
addition to its unique clinical activity against HIV-1,
shown very good activity against SARS-CoV-2 and
prevented development of disease in a COVID-19 mouse
model (ASX announcements 25 November 2021, 17
March 2022 and 2 May 2022).

Biotron Limited 1

Annual Report 2023

OPERATING AND FINANCIAL REVIEW

The SARS-CoV-2-infected mice quickly died from
respiratory disease very similar to human COVID-19.
However, BIT225 very efficiently reduced levels of
SARS-CoV-2 virus and stopped the life-threatening
cytokine storm. The mice treated with BIT225 did not
develop any signs of disease and remained healthy
throughout the several studies that were conducted.

Despite the availability of SARS-CoV-2 vaccines, there
remains a need for oral drugs to treat the infection and
prevent severe disease, especially in at-risk individuals.
BIT225 has an established human safety profile and the
potential to be an important first in class drug for the
treatment of COVID-19.

In February 2023, the Company presented COVID-19
data from these BIT225 mouse studies at the 30th
Conference on Retroviruses and Opportunistic
Infections (CROI) in Seattle, WA, USA. CROI is the
pre-eminent international HIV research meeting and
this year it also featured new findings on SARS-CoV-2
and the mpox virus.

Following the success of the COVID-19 mouse model
study, in May 2023 the Company commenced a Phase
2 clinical trial (BIT225-012) at sites in Thailand for the
treatment of COVID-19 in humans. The design of this
double blind, placebo-controlled trial was based on
guidance received during the first half of 2022 from the
USA Food and Drug Administration (FDA) and took into

consideration the continually changing landscape of
COVID-19. The Company consulted with national and
international clinicians, clinical research organisations
and other relevant experts to design a study that could
be recruited quickly and generate meaningful data in a
short timeframe.

The trial aims to determine if 7 days of treatment
with BIT225 commenced within 3 days of onset of
COVID-19 symptoms results in reduction in SARS-CoV-2
blood viral load, clinically favourable changes in viral,
inflammatory and immune activation markers, as well
as improvement in clinical symptoms of COVID-19.

In August 2023, all participants in the BIT225-012
COVID-19 Phase 2 clinical trial completed dosing,
marking the end of the clinical phase of the trial. Work
is now focused on completing the laboratory analyses of
samples collected during the trial.

As with all of its programs, the Company is dedicated
to generating high value data to de-risk the portfolio
ahead of licensing to a major pharmaceutical company
for late-stage development, marketing and sales.

Preliminary results from the BIT225-012 COVID-19 trial
are expected to be available in September 2023, subject
to finalisation of detailed laboratory and other data
analyses.

Biotron Limited

Annual Report 2023OPERATING AND FINANCIAL REVIEW

The two trials were designed to generate data to extend the positive
findings from previous clinical trials conducted by Biotron in which
BIT225 had positive effects on key immunologic markers of improved
health outcomes.

HIV-1 Program

During the year in review, the Company completed two
Phase 2 clinical trials at sites in Australia and Thailand
(BIT225-010 and BIT225-011) for treatment of HIV-1
infection.

The BIT225-011 Australian Phase 2 HIV-1 trial was
designed to investigate the impact of BIT225 in HIV-
infected people who have been taking approved
anti-HIV-1 treatment (ART) for an extended period
with well-controlled HIV-1 infection but not achieved
full immune reconstitution despite long term durably
suppressive ART.

This group, estimated to encompass more than one
third of the HIV treated population, is at an increased
risk of clinical progression to AIDS and other morbidities
and has higher rates of mortality than HIV-infected
patients who have attained full immune reconstitution.

BIT225 was added to this group’s ART treatment for
a period of three months. The endpoints for this trial
include measurements of improved immune function
and markers linked to immune reconstitution.

The BIT225-010 Thai Phase 2 HIV-1 trial included
people newly diagnosed as being HIV-1 positive but not
yet commenced ART. They received BIT225 treatment or
placebo for six months in combination with ART.

This extended dosing period allows for a more detailed
investigation of immune changes observed in previously
completed HIV-1 clinical studies with BIT225. The
endpoints for this trial include measurements of
improved immune function and markers linked to
immune reconstitution.

The two trials were designed to generate data to
extend the positive findings from previous clinical trials
conducted by Biotron in which BIT225 had positive
effects on key immunologic markers of improved health
outcomes.

Biotron’s anti-HIV-1 drug BIT225 is unique. It is the
first drug of its kind to act as both a direct acting
antiviral drug and an immune enhancer. Improvements
in immune function that appear to be a direct result of
BIT225 in the presence of HIV-1 may have additional key
health benefits.

The improvements in patients can be assessed by
measuring changes in key immune cell populations and
markers. Positive changes such as immune function
restoration go hand-in-glove with eradication of HIV
reservoirs and may be considered surrogate markers of
reduction of virus below the level of quantitation.

The data from these two Phase 2 HIV-1 trials will be
central to demonstrating to potential pharmaceutical
partners and regulatory authorities the safety and
efficacy of BIT225 in patients with currently unmet
medical needs.

With the clinical phase completed, focus is now on
undertaking detailed laboratory analyses of all the
samples collected during the trials. The assays are
complex, time-consuming, and require specialised
external laboratories.

Subject to completion of the laboratory analyses and
subsequent data analyses, preliminary results from the
HIV-1 trials are anticipated to be available in the third
quarter of 2023.

Biotron Limited 3

Annual Report 2023OPERATING AND FINANCIAL REVIEW

Hepatitis B Virus Program

Commercialisation

While the clinical programs for HIV-1 and COVID-19
continue to be the Company’s main focus, its HBV
program is an important preclinical program.

Like HIV-1, HBV can be treated with drugs that stop the
virus replicating, but these do not eradicate the virus.

Chronic infection with HBV can lead to complications
such as cirrhosis and liver cancer, which cause close to
one million deaths worldwide each year. Over 2 billion
people worldwide have been infected with HBV. The
World Health Organisation estimates that over 250
million are chronically infected.

Biotron’s compounds have demonstrated significant
anti-viral activity against HBV in pre-clinical studies
in cell-cultures, reducing levels of cccDNA (covalently
closed circular DNA), as well as other key viral markers.

Biotron is working with other experienced groups that
conduct specific antiviral HBV assays to characterise
the mechanism of action of the HBV compounds. In
parallel, several unique new compounds are currently
being assessed in a series of preliminary preclinical
safety studies ahead of their likely assessment in animal
models of HBV infection.

The data from these studies further validate the
Company’s approach to antiviral drug development.

The Company’s preclinical and clinical development
activities are undertaken with the sole aim of achieving
a commercial outcome for its promising antiviral
programs.

The COVID-19 pandemic and other infectious disease
outbreaks in recent years highlight the importance
of novel approaches such as Biotron’s viroporin
compounds which have the potential to target a broad
range of existing and emerging viruses. Therapeutic
drugs such as those in development by Biotron are vital
in the fight against pandemics.

Licensing or sale of innovative technology and products
by biotechnology companies such as Biotron to major
pharmaceutical company partners first requires
demonstration of clinical efficacy. The Company has
been sharing information on its antiviral programs with
potential partners in the pharmaceutical industry since
early preclinical development.

Discussions with pharmaceutical companies are
iterative in nature. Every successful series of
experiments or clinical trial generates another series
of questions that will guide the decision-making
process on the side of commercial partners. Good,
well-founded science is core to success. Feedback from
potential partners, as well as advice from experienced
international clinical, regulatory and industry advisors
has informed every step of development activities
undertaken by the Company.

Biotron Limited

Annual Report 2023OPERATING AND FINANCIAL REVIEW

Biotron has generated a compelling package of
preclinical and clinical data supported by a robust
patent portfolio. The anticipated data from the two
Phase 2 HIV-1 clinical trials plus the Phase 2 COVID-19
clinical trial in the second half of 2023 is expected,
if positive, to trigger substantive engagement with
potential partners. Groundwork has been laid during
previous discussions during the development process.
The three clinical trials against two indications have
been designed to generate data that will clearly
demonstrate to the pharmaceutical industry how
BIT225 can be best used in the treatment of HIV-1 and
COVID-19.

Phase 2 is generally considered the best time to license
technology to a major pharmaceutical company as they
have the expertise and resources necessary for late
stage clinical development and regulatory approvals
in major markets such as the USA. This is not a rapid
process, nor is there a guarantee of a successful
commercial outcome. But we are significantly closer
with the end of the three clinical trials in sight.

We appreciate the ongoing support and patience of
shareholders while we work to achieve the long awaited
commercial outcomes.

Patents

Biotron continues to progress patents related to its
antiviral programs through the international patenting
process. The Company recognises that the key to
establishment of partnerships is the expansion and
continued strengthening of Biotron’s intellectual

TITLE

STATUS

property portfolio. Strong, defensible, international
patents are essential to attract partners and to ensure
a competitive advantage for the Company’s products in
the marketplace.

WO04112687
Antiviral compounds and methods
Priority – 26 June 2003

WO06135978
Antiviral compounds and methods
Priority – 24 June 2005

WO2009/018609
Hepatitis C antiviral compounds and
methods
Priority – 3 August 2007

Granted in Australia, Brazil, Canada, China, France, Germany, India, Japan,
Korea, New Zealand, Singapore, South Africa, United Kingdom and USA

Under examination elsewhere (Hong Kong)

Granted in Austria, Australia, Belgium, Brazil, Canada, China, Denmark,
Germany, Finland, France, Hong Kong, Ireland, Italy, Japan, Korea,
Luxembourg, Monaco, The Netherlands, New Zealand, Poland, Portugal,
Singapore, South Africa, Spain, Sweden, Switzerland, Turkey, United
Kingdom and USA

Under examination elsewhere (India)

Granted in Austria, Australia, Belgium, Brazil, Canada, China, Denmark,
Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, Korea,
Luxembourg, Monaco, The Netherlands, New Zealand, Poland, Portugal,
Singapore, South Africa, Spain, Sweden, Switzerland, Turkey and United
Kingdom

Under examination in elsewhere (India)

WO/2018/145148
Methods of Treating Influenza
Priority – 8 February 2017

Granted in Belgium, China, France, Germany, Ireland, Italy, Japan, Mexico,
The Netherlands, Russia, Singapore, South Africa, Spain, Switzerland,
United Kingdom and USA

PCT/AU2020/051273

Methods of Treating HIV-1 Infection
Priority – 26 November 2019

WO2023092180
Methods of Treating SARS-CoV-2
Priority – 24 November 2021

Under examination in Australia, Brazil, Canada, El Salvador, Hong Kong,
Korea, New Zealand, and Thailand.

Under Examination in Canada, China, Israel, Singapore and South Africa
Applications filed in Australia, Brazil, Europe, Japan, Korea, Malaysia,
Mexico, New Zealand, Russia, Thailand and USA

PCT filed

Biotron Limited 5

Annual Report 2023OPERATING AND FINANCIAL REVIEW

Outlook

During the next financial year, the Company will be focused on:

Completing the laboratory and other data analyses for the completed Phase 2 COVID-19 clinical trial discussed

above and reporting results of the trials.

Completing the laboratory and other data analyses for the two completed Phase 2 HIV-1 clinical trials discussed

above and reporting results of the trials.

Sharing data and discussions on its antiviral programs including the HIV-1 and COVID-19 Phase 2 clinical trials
with potential pharmaceutical company partners with a view to commercialisation of the Company’s antiviral
intellectual property.

Identifying next generation lead compounds for HIV-1 and COVID-19 for progression into formal safety studies.

Identifying a lead compound for HBV, while continuing to characterise the mechanism of action, for progressing into
animal model(s) of infection and formal safety studies.

We look forward to the next year with confidence.

Subsequent Events

No matters or circumstances have arisen since the end of the financial year which significantly affected or may
significantly affect the operations of the Company, the results of those operations, or the state of affairs of the
Company in future financial years.

Michael J. Hoy
Chairman

Michelle Miller
Managing Director

Corporate Governance Statement

The Board is committed to maintaining the highest standards of Corporate Governance. Corporate
Governance is about having a set of core values and behaviours that underpin the Company’s activities and
ensure transparency, fair dealing and protection of the interests of stakeholders. The Company has reviewed
its corporate governance practices against the Corporate Governance Principles and Recommendations (4th
edition) published by the ASX Corporate Governance Council.

The 2023 Corporate Governance Statement, dated as at and approved by the Board on 25 August 2023,
reflects the corporate governance practices throughout the 2023 financial year. A description of the
Company’s current corporate governance practices is set out in the Company’s corporate governance
statement which can be viewed at http://www.biotron.com.au/corporate-governance.

Biotron Limited

Annual Report 2023

DIRECTORS’ REPORT

Directors
The names and particulars of the directors of the
Company at any time during or since the end of the
financial year are:

Mr Michael J. Hoy

Dr Susan M. Pond AM, MD DSc, FTSE FAHMS

Independent and Non-Executive Chairman

Independent and Non-Executive Director

Mr Hoy has more than 30 years’ corporate experience
in Australia, the United Kingdom, USA and Asia. He is
Chairman of Lipotek Pty Limited and a former director of
John Fairfax Holdings Limited and FXF Trust.

Mr Hoy has been a director since 7 February 2000 and
Chairman since 16 March 2000.

Dr Michelle Miller, BSc, MSc, PhD, GCertAppFin
(Finsia)

Managing Director

Dr Miller has worked for over 25 years in the bioscience
industry, with extensive experience in commercial drug
development. She completed her PhD in the Faculty of
Medicine at Sydney University investigating molecular
models of cancer development. Her experience includes
several years at Johnson & Johnson developing anti-
HIV gene therapeutics through preclinical research to
clinical trials. She has finance industry experience from
time spent as an Investment Manager with a specialist
bioscience venture capital fund.

Dr Miller was appointed as Managing Director on 21
June 2002.

Dr Pond has a strong scientific and commercial
background having held executive positions in the
biotechnology and pharmaceutical industry for 12 years,
most recently as chairman and managing director
of Johnson & Johnson Research Pty Limited (2003
- 2009). Previous non-executive positions include
chair of AusBiotech Limited and director of Australian
Nuclear Science and Technology Organisation, Wound
Management Innovation CRC and Australian Academy of
Technological Sciences and Engineering (ATSE). Dr Pond
also served as a board member of Commercialisation
Australia and Innovation Australia.

Dr Pond is currently director of the Trusted Autonomous
Systems Defence Cooperative Research Centre, Vectus
Biosystems Ltd and the Australian Phenomics Network.
She is a member of the Council of the Queensland
University of Technology and a Fellow of the Australian
Institute of Company Directors, the Academy of
Technological Sciences & Engineering, the Academy of
Health and Medical Sciences and the Royal Society of
New South Wales.

Dr Pond holds a first-class honours degree in Bachelor
of Medicine and Surgery from the University of Sydney
and a Doctor of Medicine degree from the University
of New South Wales. She obtained specialist clinical
credentials in internal medicine, clinical pharmacology
and clinical toxicology and held academic appointments
at the University of California San Francisco and the
University of Queensland before joining industry.

Dr Pond was appointed as a director on 7 March 2012.

Biotron Limited 7

Annual Report 2023DIRECTORS’ REPORT

Mr Robert B. Thomas, BEc, MSDIA, SF Fin, FICD

Independent and Non-Executive Director

Mr Thomas has over 35 years’ experience in the
securities industry, with Potter Partners (now UBS),
County NatWest and Citigroup.

He is the chairman of Starpharma Holdings Limited and
a director of Clarity Pharmaceuticals Limited. He chairs
Grahger Retail Securities Pty Ltd and is a director of
O’Connell Street Associates Pty Limited.

Mr Thomas has a Bachelor of Economics degree from
Monash University (1963 - 1966). He has been a
member of the Securities Institute of Australia since
1976 and was appointed as a Fellow to the Institute in
1997. He is a Master Stockbroker and is a Fellow of the
Institute of Company Directors.

Mr Thomas was appointed as a director on 7 March
2012.

Prof Stephen Locarnini AM, BSc(Hons), PhD,
MBBS, FRC(Path)

Independent and Non-Executive Director

Professor Locarnini is a past director of the World
Health Organisation (WHO) Regional Reference
Laboratory for Hepatitis B and D for the Western Pacific
Region (WPRO). His current major research interests
include viral hepatitis, hepatitis vaccines and antiviral
chemotherapy with an emphasis on the basic virology
of the various agents of hepatitis, the molecular
pathogenesis of hepatitis, as well as prevention and
public health control measures.

Professor Locarnini is the recipient of numerous awards
including the European Association for the Study of
Liver Disease (EASL) International Recognition Award in
2010, the Malaysian Liver Foundation’s Medal for work
on Viral Hepatitis in 2003 and the Gastroenterological
Society of Australia (GESA) Distinguished Research
Prize in 2013. In 2019 he received the William H. Prusoff
HEP DART Lifetime Achievement Award. He is author
of 289 peer-reviewed articles, 24 invited editorials and
100 book chapters and reviews and every year delivers
numerous invited, plenary, and named lectures at major
international meetings and conferences.

Professor Locarnini currently has an academic
appointment at the University of Melbourne.

He is a member of the Scientific Advisory Board
of a number of emerging as well as established
pharmaceutical and biotechnology companies. In 2017,
he co-founded the biotech start-up company CLEAR-B
with the Morningside-Newton Investment group in
Boston, USA focusing on curative strategies for chronic
Hepatitis B.

Professor Locarnini was appointed as a director on 23
October 2018.

Mr Peter J. Nightingale

Company Secretary

Mr Nightingale graduated with a Bachelor of Economics
degree from the University of Sydney and is a member
of the Chartered Accountants Australia and New
Zealand. He has worked as a chartered accountant in
both Australia and the USA.

Curative treatments for Hepatitis B infections
with antiviral agents represent the current focus
for Professor Locarnini who is also interested in
intellectual property issues when applied to clinical and
diagnostic virology. He is a named inventor on over 20
internationally granted patents.

As a director or company secretary Mr Nightingale
has, for more than 35 years, been responsible for the
financial control, administration, secretarial and in-
house legal functions of a number of private and public
listed companies in Australia and the USA including
Bolnisi Gold N.L. and Nickel Industries Limited.

He worked at the Victorian Infectious Diseases
Reference Laboratory (VIDRL, originally Fairfield Hospital
Virus Laboratory) from 1989, as Director of Laboratory
Services from 1990 to 1998 and, in 1993, he oversaw
the amalgamation of all the Fairfield Laboratories
into the one service of the VIDRL. He subsequently
assumed the position of Head, Research & Molecular
Development of VIDRL when the laboratory relocated to
Melbourne Health in 1998.

Mr Nightingale is currently a director of ASX listed
companies Alpha HPA Limited and Prospech Limited and
unlisted public company Fulcrum Lithium Ltd.

Mr Nightingale has been Company Secretary since 23
February 1999.

Biotron Limited

Annual Report 2023DIRECTORS’ REPORT

Directors’ Meetings
The number of directors’ meetings held and number of meetings attended by each of the directors of the Company,
while they were a director, during the year are:

Director

Michael J. Hoy

Michelle Miller

Susan M. Pond

Robert B. Thomas

Stephen Locarnini

Directors’ Meetings

No. of Eligible Meetings to Attend

No. of Meetings Attended

Remuneration Committee Meetings
The remuneration committee meets when required to review matters concerning the committee. During the year, no
meetings were held.

Directors’ Interests
At the date of this report, the beneficial interests of each director of the Company in the issued share capital of the
Company and options, each exercisable to acquire one fully paid ordinary share of the Company are:

Directors

Fully Paid Ordinary Shares

Options

Option Terms (Exercise Price and Term)

Michael J. Hoy

Michelle Miller

Susan M. Pond

Robert B. Thomas

Stephen Locarnini

11,217,352

3,787,500

785,154

4,200,000

800,000

934,780 $0.06 from 25 November 2022 up to 25 November 2024

1,000,000 1$0.20 from 26 November 2021 up to 29 November 2023

315,625 $0.06 from 25 November 2022 up to 25 November 2024

65,430 $0.06 from 25 November 2022 up to 25 November 2024

268,403 $0.06 from 25 November 2022 up to 25 November 2024

1 Vesting conditions are based on minimum service periods being achieved.

Following shareholder approval in November 2019, 7,000,000 unlisted options were granted to Michelle Miller.
5,000,000 options expired unexercised on 29 November 2021 and 1,000,000 options expired unexercised on 29
November 2022 and 1,000,000 unlisted options with an exercise price of $0.20 are outstanding.

During the financial year ended 30 June 2023, the Company granted under a rights issue 1,584,238 listed options
to directors that participated in the offer. The listed options are each exercisable at $0.06 to acquire one fully paid
ordinary share exercisable at any time up to 25 November 2024.

There were no options over unissued ordinary shares granted as compensation to directors or executives of the
Company during or since the end of the financial year.

Biotron Limited 9

Annual Report 2023DIRECTORS’ REPORT

Unissued Shares Under Option
At the date of this report, unissued ordinary shares of the Company under option are:

Number of Options

11,000,000

111,988,423

Exercise Price

$0.20

$0.06

1 Vesting conditions are based on minimum service periods being achieved.

Expiry Date

29 November 2023

25 November 2024

All options expire on the earlier of their expiry date or termination of the employee’s employment provided the
exercise period has been reached. In the event that the employment of the option holder is terminated, any options
which have not reached their exercise period will lapse and any options which have reached their exercise period may
be exercised within two months of the date of termination of employment. Any options not exercised within this two
month period will lapse. The persons entitled to exercise the options do not have, by virtue of the options, the right to
participate in a share issue of the Company or any other body corporate.

Principal Activities
The principal activities of the Company during the financial year were the funding and management of intermediate
and applied biotechnology research and development projects.

Financial Result and Review of Operations
The operating loss of the Company for the financial year after income tax was $3,492,766 (2022 - $2,781,083 loss).

A review of the Company’s operations for the year is set out in the Operating and Financial Review.

Impact of Legislation and Other External Requirements
There were no changes in environmental or other legislative requirements during the year that have significantly
impacted the results or operations of the Company.

Dividends
The directors recommend that no dividend be paid by the Company. No dividend has been paid or declared since the
end of the previous financial year.

State of Affairs
In the opinion of the directors, there were no significant changes in the state of affairs of the Company that occurred
during the year ended 30 June 2023.

Environmental Regulations
The Company’s operations are not subject to significant environmental regulations under Commonwealth or State
legislation in relation to its research projects.

Events Subsequent to Balance Date
There has not arisen in the interval between the end of the financial year and the date of this report any item,
transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect
significantly the operations of the Company, the results of those operations, or the state of affairs of the Company in
future financial years.

Likely Developments
During the year ended 30 June 2023, the Company continued to fund and manage its research and development
projects. The success of these research projects, which cannot be assessed on the same fundamentals as trading
and manufacturing enterprises, will determine future likely developments.

Indemnification of Officers and Auditors
During or since the end of the financial year, the Company has not indemnified or made a relevant agreement to
indemnify an officer or auditor of the Company against a liability incurred by such an officer or auditor. In addition,
the Company has not paid or agreed to pay, a premium in respect of a contract insuring against a liability incurred by
an officer or auditor.

Biotron Limited

Annual Report 2023DIRECTORS’ REPORT

Remuneration Report - Audited
Principles of compensation - Audited

Key management personnel have authority and responsibility for planning, directing and controlling the activities of
the Company. Key management personnel comprise the directors of the Company and the Company Secretary. No
other employees have been deemed to be key management personnel.

The policy of remuneration of directors and senior executives is to ensure the remuneration package properly
reflects the person’s duties and responsibilities, and that remuneration is competitive in attracting, retaining and
motivating people of the highest quality. The Board is responsible for reviewing its own performance. The non-
executive directors are responsible for evaluating the performance of the executive directors who, in turn, evaluate
the performance of all other senior executives. The evaluation process is intended to assess the Company’s
business performance, whether long term strategic objectives are being achieved and the achievement of individual
performance objectives.

Remuneration generally comprises salary and superannuation. Longer term incentives are able to be provided
through the Company’s Incentive Option Plan at the discretion of the Directors, which acts to align the directors and
senior executives’ actions with the interests of the shareholders. The vesting conditions of options issued under the
plan are based on a minimum service periods being achieved.

The Constitution and ASX Listing Rules specify that the aggregate remuneration of Non-Executive Directors shall be
determined from time to time by a general meeting.

In the event that the employment or office of the option holder is terminated, any options which have not reached
their vesting conditions will lapse and any options which have reached their vesting conditions may be exercised
within two months of the date of termination of employment. Any options not exercised within this two month period
will lapse. The remuneration disclosed below represents the cost to the Company for the services provided under
these arrangements.

No directors or senior executives received performance related remuneration in the prior year.

There were no remuneration consultants used by the Company during the year ended 30 June 2023 or in the prior
year. Remuneration is determined based on prevailing market conditions.

Consequences of performance on shareholder wealth - Audited

In considering the Company’s performance and benefits for shareholders wealth, the Board have regard to the
following indices in respect of the current financial year and the previous four financial years.

Net loss attributable to equity
holders of the Company

2023

2022

2021

2020

2019

$3,492,766

$2,781,083

$3,194,347

$3,575,959

$1,611,799

Dividends paid

Change in share price

(0.035) cents

0.01 cents

(0.03) cents

0.07 cents

0.05 cents

The overall level of key management personnel’s compensation is assessed on the basis of market conditions, status
of the Company’s projects, and the strategic performance of the Company.

Biotron Limited 11

Annual Report 2023DIRECTORS’ REPORT

Remuneration Report - Audited (continued)

Details of remuneration for the year ended 30 June 2023 - Audited

Details of director and senior executive remuneration and the nature and amount of each major element of the
remuneration of each director of the Company, and other key management personnel of the Company are set out
below:

Primary
Fees
$

Super-
annuation
$

Year

Share Based
Payments
Options
$

Long term
benefits
$

Total
$

Remuneration subject
to performance
condition
%

Directors

Non-executive

Michael J. Hoy

(Chairman)

Susan M. Pond

2023 75,000

2022

75,000

2023 40,000

2022

40,000

Robert B. Thomas

2023 40,000

2022

40,000

Stephen Locarnini

2023 40,000

2022

40,000

Executive

7,875

7,500

4,200

4,000

4,200

4,000

4,200

4,000

Michelle Miller

2023 341,457

35,853

82,875

82,500

44,200

44,000

44,200

44,000

44,200

44,000

10,117

387,427

(Managing Director)

2022 328,766

32,877

10,585

8,211

380,439

1.6%

Executives

Peter J. Nightingale

2023 120,000

(Company Secretary)

2022

84,000

120,000

84,000

No bonuses were paid during the financial year. Options granted to Michelle Miller include performance based vesting
conditions, refer below for further details. The Company employed no other key management personnel.

Biotron Limited

Annual Report 2023DIRECTORS’ REPORT

Remuneration Report - Audited (continued)

Options granted as compensation – Audited

Details of options granted as compensation to each key management person:

Director

Grant Date

Number of
Options Granted

Fair Value at
Grant Date

Option Terms
(Exercise Price and Term)

Michelle Miller

26 November 2019

11,000,000

$14,215

Michelle Miller

26 November 2019

21,000,000

$19,502

$0.20 from 26 November 2020
to 29 November 2022

$0.20 from 26 November 2021
to 29 November 2023

1 Vesting condition of 1 year service period. To exercise, option holders must remain with the Company or exercise
within 2 months of the termination of their employment.

2 Vesting condition of 2 years service period. To exercise, option holders must remain with the Company or exercise
within 2 months of the termination of their employment.

No options were granted to Michelle Miller as compensation during the 2023 and 2022 financial years. During the
year ended 30 June 2023 1,000,000 options vested (2022 – 1,000,000) and 1,000,000 options that were issued in
prior years expired unexercised (2021- 1,000,000).

∫

The fair value of the 1,000,000 options at grant date was determined based on a Black- Scholes formula.
The model inputs of the options issued, were the Company’s share price of $0.064 at the grant date, a
volatility factor of 75.77% based on historic share price performance, a risk free rate of 0.73% based on the
3 year government bond rate and no dividends paid.

The fair value of the 1,000,000 options at grant date was determined based on a Black- Scholes formula.
The model inputs of the options issued, were the Company’s share price of $0.064 at the grant date, a
volatility factor of 75.77% based on historic share price performance, a risk free rate of 0.81% based on the
5 year government bond rate and no dividends paid.

Modification of terms of equity-settled share-based payment transactions - Audited

No terms of equity-settled share-based payment transactions (including options granted as compensation to a key
management person) have been altered or modified by the Company during the 2023 financial year.

Exercise of options granted as compensation - Audited

There were no shares issued on the exercise of options previously granted as compensation during 2023 and 2022.

Biotron Limited 13

Annual Report 2023DIRECTORS’ REPORT

Remuneration Report - Audited (continued)

Analysis of options and rights over equity instruments granted as compensation - Audited

All options refer to options over ordinary shares of Biotron Limited, which are exercisable on a one-for-one basis.

Options granted

Director

Balance at the
beginning of the year

Date

% Vested
at year
end

Exercised/
forfeited
during the year

Expired
during
the year

Balance
at year
end

Financial year
in which grant
vests

Michelle Miller

1,000,000

26 November 2019 100%

1,000,000

26 November 2019 100%

1,000,000

- 130 June 2021

1,000,000 230 June 2022

1 Vesting condition of 1 year service period. To exercise, option holders must remain with the Company or exercise
within 2 months of the termination of their employment.

2 Vesting condition of 2 year service period. To exercise, option holders must remain with the Company or exercise
within 2 months of the termination of their employment.

During the year ended 30 June 2023 1,000,000 options vested (2022 – 1,000,000). No options were granted
subsequent to year end.

Options and rights over equity instruments - Audited

The movement during the reporting period in the number of options over ordinary shares in the Company held
directly, indirectly or beneficially, by each key management person, including their personally related entities, is as
follows:

Option holdings 2023 - Audited

Held at
1 July 2022

Granted/
Purchased

Exercised/
Sold

Expired

Held at
30 June 2023

Vested and
exercisable at
30 June 2023

Vested and
un-exercisable at
30 June 2023

Directors

Michael J. Hoy

934,780

Michelle Miller

2,000,000

315,625

Susan M. Pond

Robert B. Thomas

Stephen Locarnini

Executives

Peter J. Nightingale

65,430

268,403

659,491

934,780

(1,000,000)

1,315,625

65,430

268,403

659,491

Loans to key management personnel and their related parties - Audited

There were no loans made to key management personnel or their related parties during the 2023 and 2022 financial
years and no amounts were outstanding at 30 June 2023 (2022 - $nil).

Biotron Limited

Annual Report 2023DIRECTORS’ REPORT

Remuneration Report - Audited (continued)

Other transactions with key management personnel - Audited

The following key management person holds a position in another entity that results in them having control or joint
control over the financial or operating policies of that entity, and this entity transacted with the Company during the
year as follows:

During the year ended 30 June 2023, Peter J. Nightingale had a controlling interest in an entity, MIS Corporate Pty
Limited, which provided full administrative services, including rental accommodation, administrative staff, services
and supplies, to the Company. Fees paid to MIS Corporate Pty Limited during the year amounted to $144,000 (2022
- $144,000). There were no outstanding amounts at 30 June 2023 (2022 - $nil).

Movements in shares - Audited

The movement during the reporting period in the number of ordinary shares in the Company held directly, indirectly
or beneficially, by each key management person, including their personally-related entities, is as follows:

Fully paid ordinary shareholdings and transactions 2023 - Audited

Held at
1 July 2022

9,347,793

3,156,250

654,295

3,663,195

800,000

Purchased

1,869,559

631,250

130,859

536,805

Directors

Michael J. Hoy

Michelle Miller

Susan M. Pond

Robert B. Thomas

Stephen Locarnini

Executives

Peter J. Nightingale

6,594,903

1,318,981

Service contracts - Audited

Received on
exercise of options

Sales

Held at
30 June 2023

11,217,352

3,787,500

785,154

4,200,000

800,000

7,913,884

In accordance with best practice corporate governance, the Company provided each key management personnel
with a letter detailing the terms of appointment, including their remuneration.

Michelle Miller is employed by the Company as Managing Director and is required to provide the Company with three
months’ notice in order to terminate employment. The contractual salary is $377,310 (including superannuation).

Non-executive directors - Audited

Total compensation for all non-executive directors is determined by the Board based on market conditions.

End of remuneration report.

Biotron Limited 15

Annual Report 2023DIRECTORS’ REPORT

Non-audit Services
During the year KPMG, the Company’s auditor, performed no other services in addition to their statutory duties.

A copy of the auditors’ independence declaration as required under Section 307C of the Corporations Act 2001 is
included in the Directors’ Report.

Details of the amounts paid and accrued to the auditor of the Company, KPMG, and its related practices for audit and
non-audit services provided during the year are set out below.

Statutory audit

Audit and review of financial reports - KPMG

72,825

58,735

2023
$

2022
$

Lead Auditor’s Independence Declaration
The Lead Auditor’s Independence Declaration is set out on page 17 and forms part of the Directors’ Report for the
year ended 30 June 2023.

This report has been signed in accordance with a resolution

of the directors and is dated 25 August 2023:

Michael J. Hoy
Chairman

Michelle Miller
Managing Director

Biotron Limited

Annual Report 2023LEAD AUDITOR’S INDEPENDENCE DECLARATION

Lead Auditor’s Independence Declaration under
Section 307C of the Corporations Act 2001

To the Directors of Biotron Ltd

I declare that, to the best of my knowledge and belief, in relation to the audit of Biotron Limited for the
financial period ended 30 June 2023 there have been:

ii.

no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and

no contraventions of any applicable code of professional conduct in relation to the audit.

PAR_SIG_01

PAR_NAM_01

PAR_POS_01

PAR_DAT_01

PAR_CIT_01

KPMG

Adam Twemlow

Partner

Brisbane

25 August 2023

KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG
International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used
under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under
Professional Standards Legislation.

Biotron Limited 17

Annual Report 2023STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023

Continuing operations

Other income

Administration and consultants’ expenses

Depreciation

Direct research and development expenses

Employee and director expenses

Rent and outgoings expenses

Other expenses from ordinary activities

Operating loss before financing income

Interest income

Interest expense

Net financing income/(expense)

Notes

2023
$

2022
$

1,431,283

1,558,525

(696,726)

(43,344)

(228,000)

(45,255)

(3,232,374)

(2,821,142)

(919,212)

(10,217)

(137,451)

(882,451)

(5,897)

(354,905)

(3,608,041)

(2,779,125)

119,664

(4,389)

115,275

3,091

(5,049)

(1,958)

Loss before tax

(3,492,766)

(2,781,083)

Income tax expense

Loss for the year

Other comprehensive income

(3,492,766)

(2,781,083)

Total comprehensive loss for the year

(3,492,766)

(2,781,083)

Basic and diluted loss per share (cents)

(0.43) cents

(0.40) cents

The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.

Biotron Limited

Annual Report 2023STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2023

Notes

2023
$

2022
$

3,984,387

1,741,405

46,943

20,988

4,031,330

1,762,393

49,890

53,930

103,820

4,135,150

89,683

53,985

143,668

1,906,061

532,396

384,828

38,582

955,806

6,688

962,494

3,172,656

389,166

327,235

34,247

750,648

19,925

42,992

62,917

813,565

1,092,496

56,890,392

52,843,994

1,546,030

85,875

(55,263,766)

(51,837,373)

3,172,656

1,092,496

Current assets

Cash and cash equivalents

Other assets

Total current assets

Non-current assets

Plant and equipment

Other financial assets – bond deposit

Total non-current assets

Total assets

Current liabilities

Trade and other payables

Employee entitlements

Lease liability

Total current liabilities

Non-current liabilities

Employee entitlements

Lease liability

Total non-current liabilities

Total liabilities

Net assets

Equity

Issued capital

Reserves

Accumulated losses

Total equity

The above Statement of Financial Position should be read in conjunction with the accompanying notes.

Biotron Limited 19

Annual Report 2023STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023

Attributable to equity holders of the Company

Notes

Issued
Capital
$

Option
Reserves
$

Accumulated
Losses
$

Total
$

Balance at 1 July 2021

52,843,994

105,915 (49,086,915)

3,862,994

Total comprehensive income for the year

Loss for the year

Other comprehensive income

Total comprehensive loss for the year

Transactions with owners, recorded directly in equity

Contribution by and distribution to owners

Transfer from reserves to expired options

Share based payment

Balance at 30 June 2022

(2,781,083)

(30,625)

30,625

10,585

52,843,994

85,875 (51,837,373)

1,092,496

Balance at 1 July 2022

52,843,994

85,875 (51,837,373)

1,092,496

Total comprehensive income for the year

Loss for the year

Other comprehensive income

Total comprehensive loss for the year

Transactions with owners, recorded directly in equity

Contribution by and distribution to owners

Ordinary shares and options issued

Transaction costs on issue of shares and options

Transfer from reserves to expired options

Share based payment

Balance at 30 June 2023

(3,492,766)

4,700,731 1,300,000

(654,333)

6,000,731

(654,333)

(66,373)

66,373

226,528

56,890,392 1,546,030 (55,263,766)

3,172,656

The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Biotron Limited

Annual Report 2023STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2023

Cash flows from operating activities

Cash receipts from government grants

Cash receipts from other income

Cash payments to suppliers and employees (excluding research
and development costs)

Payments for research and development

Interest received

Finance costs

Notes

2023
$

2022
$

1,430,725

1,558,525

558

(1,766,090)

(1,372,871)

(3,070,503)

(2,619,744)

119,664

(4,389)

3,091

(5,049)

Net cash used in operating activities

(3,290,035)

(2,436,048)

Cash flows from investing activities

Payments for plant and equipment

Net cash used in investing activities

Cash flows from financing activities

Proceeds from share and option issues

Transaction costs on share and option issues

Lease Payments

Net cash from/(used in) financing activities

Net increase/(decrease) in cash held

Cash and cash equivalents at 1 July

Cash and cash equivalents at 30 June

6,000,731

(427,805)

(39,909)

5,533,017

(33,171)

2,242,982

1,741,405

3,984,387

(2,469,219)

4,210,624

1,741,405

The above Statement of Cash Flows should be read in conjunction with the accompanying notes.

Biotron Limited 21

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

1. REPORTING ENTITY
Biotron Limited (the ‘Company’) is a company domiciled in Australia. The address of the Company’s registered office
is at Level 2, 66 Hunter Street, Sydney, NSW 2000. The Company is a for-profit entity and is primarily engaged in the
funding and management of intermediate and applied biotechnology research and development projects.

2. BASIS OF PREPARATION
(a) Statement of compliance

These financial statements are general purpose financial statements which have been prepared in accordance with
Australian Accounting Standards (‘AASBs’) adopted by the Australian Accounting Standards Board (‘AASB’) and the
Corporations Act 2001. The financial statements of the Company also comply with International Financial Reporting
Standards (‘IFRSs’) adopted by the International Accounting Standards Board (‘IASB’).

The financial report was authorised for issue by the directors on 25 August 2023.

(b) Basis of measurement

The financial statements have been prepared on the historical cost basis, unless otherwise stated.

These financial statements are presented in Australian dollars, which is the Company’s functional currency.

(d) Use of estimates and judgements

The preparation of financial statements requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods affected.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying
accounting policies that have the most significant effect on the amounts recognised in the financial statements are
described in the following notes:

∫

Note 2 (e) – Going concern

Biotron Limited

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

(e) Going concern

The financial statements have been prepared on a going concern basis which contemplates the realisation of assets
and settlement of liabilities in the ordinary course of business.

The Company has incurred a trading loss of $3,492,766 for the year ended 30 June 2023 and has accumulated
losses of $55,263,766 at 30 June 2023. The Company has cash on hand of $3,984,387 at 30 June 2023 and
used $3,290,035 of cash in operations for the year ended 30 June 2023 and received $1,430,725 in research and
development government incentives. During the year ended 30 June 2023, the Company raised $6,000,731 before
costs for the issue of shares and options. As at 30 June 2023, the Company had net assets of $3,172,656. These
conditions give rise to a material uncertainty that may cast significant doubt upon the Company’s ability to continue
as a going concern.

The ongoing operation of the Company is dependent on:

∫

the Company raising additional funding from shareholders or other parties; and/or

the Company reducing expenditure in line with available funding.

The directors have prepared cash flow projections that support the ability of the Company to continue as a
going concern for the period 1 July 2023 to 31 August 2024. These cash flow projections include significant
ongoing expenditure on research and development activities and assume the Company receives the research
and development (‘R&D’) rebate from the Australian Government and maintains expenditure in line with available
funding.

In the event that the Company does not obtain additional funding and/or reduce expenditure in line with available
funding, the achievement of which is significantly uncertain until secured or realised, it may not be able to continue
its operations as a going concern and therefore may not be able to realise its assets and extinguish its liabilities in
the ordinary course of operations and at the amounts stated in the financial statements.

3. SIGNIFICANT ACCOUNTING POLICIES
(a) Application of accounting policies

The accounting policies set out below have been applied to all periods presented in these financial statements and
have been applied consistently by the Company.

(b) New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations are able to be early adopted for annual
periods beginning after 1 July 2022 and have not been applied in preparing these financial statements. None of
these are expected to have a significant effect on the financial statements of the Company.

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or
less.

(d) Trade and other receivables

Trade and other receivables are stated at their amortised cost less impairment losses.

(e) Property, plant and equipment

Property plant and equipment are stated at their historical cost less accumulated depreciation and accumulated
impairment losses. Depreciation is recognised in profit or loss using the reducing balance method from the date of
acquisition at rates between 13% and 40% per annum.

Biotron Limited 23

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

(f) Government grants

Where a grant is received relating to research and development costs that have been expensed, the grant is
recognised as other income when the grant becomes receivable and the Company complies with all attached
conditions.

Research and development costs

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge
and understanding, is recognised in profit and loss when incurred.

Development activities involve a plan or design for the production of new or substantially improved products and
processes. Development expenditure is capitalised only if development costs can be measured reliably, the product
or process is technically and commercially feasible, future economic benefits are probable, and the Company
intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure
capitalised includes the cost of materials, direct labour and overhead costs that are directly attributable to preparing
the asset for its intended use. Otherwise, development expenditure is recognised in profit or loss when incurred.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated
impairment losses.

(g) Trade and other payables

Trade and other payables are stated at their amortised cost, are non-interest bearing and are normally settled within
60 days.

(h) Employee entitlements

Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the
amount expected to be paid under short term cash bonus or profit sharing plans if the Company has a present legal
or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation
can be estimated reliably.

Long term employee benefits

The Company’s net obligation in respect of long term employee benefits is the amount of future benefit that
employees have earned in return for their service in the current and prior periods. That benefit is discounted to
determine its present value. Re-measurements are recognised in profit or loss in the period in which they arise.

Share-based payment transactions

The grant-date fair value of share-based payment awards granted to employees is recognised as an employee
expense, with a corresponding increase in equity, over the period that the employees become unconditionally
entitled to the awards. The amount recognised as an expense is adjusted to reflect the number of awards for which
the related service and non-market vesting conditions are expected to be met, such that the amount ultimately
recognised as an expense is based on the number of awards that meet the related service and non-market
performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the
grant date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for
differences between expected and actual outcomes.

(i) Share capital

Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are
recognised as a deduction from equity, net of any tax effects.

Biotron Limited

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

(j) Tax

Income tax comprises of current tax and deferred tax and is recognised in profit or loss except to the extent that it
relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantially enacted at the reporting date, and any adjustment to tax payable in respect of previous
years. Current tax assets and liabilities are offset only if certain criteria are met.

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amount of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised
for temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss.

The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Company
expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they
reverse, using tax rates enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are
offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied
by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax
liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the
extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred
tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realised.

Goods and services tax

Revenue, expenses and assets are recognised net of the amount of goods and services tax (‘GST’), except where
the amount of GST incurred is not recoverable from the taxation authority. In these circumstances, the GST is
recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated with the amount of GST included. The net amount of GST recoverable from, or
payable to, the ATO is included as a current asset or liability in the balance sheet.

Cash flows are included in the statement of cash flows on a gross basis. The GST components of cash flows arising
from investing and financing activities which are recoverable from, or payable to, the ATO are classified as operating
cash flows.

(k) Finance income

Finance income comprises interest income on funds invested. Interest income is recognised as it accrues in profit or
loss, using the effective interest method.

(l) Earnings per share

The Company presents basic and diluted earnings per share (‘EPS’) data for its ordinary shares. Basic EPS is
calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit
or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding for
the effects of all dilutive potential ordinary shares, which comprise share options.

Biotron Limited 25

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

(m) Impairment

Financial instruments

The Company recognises expected credit losses (‘ECLs’), where material, on financial assets measured at amortised
cost. The Company measures loss allowances at an amount equal to lifetime ECLs.

Loss allowances are always measured at an amount equal to lifetime ECLs. At each reporting date, the Group
assesses whether financial assets carried at amortised cost and debt securities at fair value through other
comprehensive income are credit-impaired.

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of
recovering a financial asset in its entirety or a portion thereof.

(n) Provisions

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the
obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
the current market assessments of the time value of money and the risks specific to the liability. The unwinding of
the discount is recognised as a finance cost.

(o) Segment reporting

Determination and presentation of operating segments

The Company determines and presents operating segments based on the information that is provided internally to
the Managing Director, who is the Company’s chief operating decision maker.

An operating segment is a component of the Company that engages in business activities from which it may earn
revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s
other components. All operating segments’ operating results are regularly reviewed by the Company’s Managing
Director to make decisions about resources to be allocated to the segment and assess its performance.

Segment results that are reported to the Managing Director include items directly attributable to a segment as well
as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets (primarily
the Company’s headquarters), head office expenses, and income tax assets and liabilities.

4. DETERMINATION OF FAIR VALUES
A number of the Company’s accounting policies and disclosures require the determination of fair value, for both
financial and non-financial assets and liabilities. Fair values have been determined for measurement and/or
disclosure purposes based on the following methods. Where applicable, further information about the assumptions
made in determining fair values is disclosed in the notes specific to that asset or liability.

Share-based payment transactions

The fair value of employee share options is measured using the Black-Scholes formula. Measurement inputs include
share price on measurement date, exercise price of the instrument, expected volatility (based on weighted average
historic volatility adjusted for changes expected due to publicly available information), weighted average expected
life of the instruments (based on historical experience and general option holder behaviour), expected dividends, and
the risk-free interest rate (based on government bonds). Service and non-market performance conditions attached
to the transactions are not taken into account in determining fair value. Share-based payment arrangements in
which the Company receives goods or services as consideration for its own equity instruments are accounted for as
equity-settled share-based payment transactions.

Non-derivative financial liabilities

Non-derivative financial liabilities are measured at fair value, at initial recognition, and for disclosure purposes, at
each annual reporting date. Fair value is calculated based on the present value of future principal and interest cash
flows, discounted at the market rate of interest at the measurement date.

Biotron Limited

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

5. OTHER INCOME
Research and development rebate

Other income

Note

2023
$

2022
$

1,430,725

1,558,525

558

1,431,283

1,558,525

6. LOSS FROM OPERATING ACTIVITIES
Loss from ordinary activities has been arrived at after charging the
following items:

Auditors’ remuneration paid to KPMG

- Auditor’s and review of financial reports

Depreciation

- Office equipment

- Plant and equipment

- Right of use asset

72,825

58,735

5,687

799

36,858

9,731

797

34,727

Direct research and development expenditure expensed as incurred

3,232,374

2,821,142

Employee entitlements expense

Superannuation expense

85,703

76,415

69,841

74,460

Total employee expenses, including those recognised as direct research and development expenditure for the period
ended 30 June 2023 is $841,848 (2022 - $951,793).

7. LOSS PER SHARE
The calculation of basic and diluted loss per share at 30 June 2023 was based on the loss attributable to ordinary
shareholders of $3,492,766 (2022 - $2,781,083 loss) and a weighted average number of ordinary shares
outstanding during the financial year ended 30 June 2023 of 820,841,956 (2022 – 701,932,713), calculated as
follows:

Net loss for the year

3,492,766

2,781,083

Weighted average number of ordinary shares (basic and diluted)

Issued ordinary shares at 1 July

Effect of shares issued (note 15)

Weighted average number of ordinary shares at 30 June

2023
Number

2022
Number

701,932,713

118,909,243

820,841,956

701,932,713

As the Company is loss making, none of the potentially dilutive securities are currently dilutive.

Biotron Limited 27

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

8. CASH AND CASH EQUIVALENTS
Cash at bank

Cash and cash equivalents in the statement of cash flows

9. INCOME TAX EXPENSE
Current tax expense

Current year

Tax losses not recognised

Deferred tax expense

Current year

De-recognition of temporary differences

2023
$

2022
$

3,984,387

1,741,405

(1,234,436)

(1,096,100)

1,234,436

1,096,100

4,500

(4,500)

14,193

(14,193)

Numerical reconciliation between tax expense and pre-tax net profit

Loss before tax - continuing operations

(3,492,766)

(2,781,083)

Prima facie income tax benefit at the Australian tax rate of 25%
(30 June 2022 – 25%)

Increase in income tax expense due to:

- Adjustments not resulting in temporary differences

- Effect of tax losses not recognised

- Unrecognised temporary differences

Income tax expense current and deferred

Deferred tax assets have not been recognised in respect of the following items

Deductible temporary differences (net)

Tax losses

Net

(873,192)

(695,271)

466,644

411,048

(4,500)

151,866

557,598

(14,193)

145,316

10,285,321

149,816

9,874,247

10,430,637

10,024,063

The deductible temporary differences and tax losses do not expire under the current tax legislation. Deferred tax
assets have not been recognised in respect of these items because it is not probable that future taxable profit will
be available against which the Company can utilise the benefits of the deferred tax asset. Deferred tax assets not
recognised are calculated at a tax rate of 25% which is the company tax rate that applies from 1 July 2022.

Biotron Limited

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

10. OTHER ASSETS
Current prepayments

GST receivable

11. PLANT AND EQUIPMENT
Office equipment - at cost

Accumulated depreciation

Plant and equipment - at cost

Accumulated depreciation

Rights of use assets

Accumulated depreciation

Total plant and equipment - net book value

Reconciliations

2023
$

23,877

23,066

46,943

244,840

(240,507)

4,333

514,442

(510,735)

3,707

107,614

(65,764)

41,850

49,890

Reconciliations of the carrying amounts for each class of plant and equipment are set out below:

Office equipment

Balance at 1 July

Depreciation

Carrying amount at the end of the financial year

Plant and equipment

Balance at 1 July

Depreciation

Carrying amount at the end of the financial year

Right of use asset

Balance at 1 July

Addition new lease

Rental increase

Depreciation

Carrying amount at the end of the financial year

Total carrying amount at the end of the financial year

10,020

(5,687)

4,333

4,506

(799)

3,707

75,157

3,551

(36,858)

41,850

49,890

2022
$

20,988

244,840

(234,820)

10,020

514,442

(509,936)

4,506

181,064

(105,907)

75,157

89,683

19,751

(9,731)

10,020

5,303

(797)

4,506

5,821

104,063

(34,727)

75,157

89,683

Biotron Limited 29

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

12. TRADE AND OTHER PAYABLES
Current

Creditors

Accruals

13. EMPLOYEE ENTITLEMENTS
Current

Employee annual leave provision

Long service leave provision

Non-current

Long service leave provision

14. LEASE LIABILITY
Current

Lease liability

Non-current

Lease liability

2023
$

2022
$

285,229

247,167

532,396

310,933

78,233

389,166

137,746

247,082

384,828

141,077

186,158

327,235

19,925

38,582

34,247

6,688

42,992

Set out below are the carrying amounts of the lease liabilities recognised and the movements during the year:

Office Premises
2023
$

Office Premises
2022
$

77,239

4,389

3,551

(39,909)

45,270

6,347

104,063

5,049

(38,220)

77,239

Balance at 1 July

Addition new lease

Interest expense

Rental increase

Payments

Balance at 30 June

Biotron Limited

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

2023
$

2022
$

15. CAPITAL AND RESERVES
Issued and paid up capital

901,944,902 (2021 – 701,932,713) fully paid ordinary shares

56,890,392

52,843,994

2023

2022

Nº

(a) Fully paid ordinary shares

Balance at the beginning of the financial year

701,932,713

52,843,994

701,932,713

52,843,994

Movement in Ordinary Shares

Issued ordinary shares 25 November 2022 $0.031

200,000,000

4,700,000

Conversion of options 25 January 2023 $0.06

Conversion of options 22 March 2023 $0.06

Less cost of issue

11,695

494

702

(654,333)

Balance at the end of financial year

901,944,902

56,890,392

701,932,713

52,843,994

In October 2022, the Company offered eligible shareholders to purchase one new share and one listed option for
every two shares purchased under a pro-rata renounceable rights issue. Under this offer, the Company issued
140,386,543 ordinary shares and 70,193,272 listed options for cash totaling $4,211,596. The listed options are
each exercisable at $0.06 to acquire one fully paid ordinary share exercisable at any time up to 25 November
2024.

In November 2022, the Company issued 59,613,457 ordinary shares and 29,806,846 listed options for cash
totaling $1,788,404 under a Share Placement Offer. The listed options are each exercisable at $0.06 to acquire
one fully paid ordinary share exercisable at any time up to 25 November 2024.

Terms and conditions – Shares

Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at the shareholders meetings. In the event of winding up of the Company, ordinary shareholders rank
after creditors and are fully entitled to any proceeds of liquidation.

(b) Share Options

In addition to the 100,000,000 attaching options issued as part of the capital raise during the year, the following
options were on issue at 30 June 2023:

∫

1,000,000 options with a fair value at grant date of $0.02, each exercisable at 20 cents to acquire one fully
paid ordinary share at any time after the 26 November 2021 up to 29 November 2023. The fair value of the
options at grant date was determined based on Black- Scholes formula. The model inputs of the options
issued, were the Company’s share price of $0.064 at the grant date, a volatility factor of 75.77% based on
historic share price performance, a risk free rate of 0.81% based on the 5-year government bond rate and
no dividends paid.

12,000,000 options with a fair value at grant date of $0.0189, each exercisable at 6 cents to acquire one
fully paid ordinary share at any time after the 25 November 2022 up to 25 November 2024. The fair value of
the options at grant date was determined based on Black- Scholes formula. The model inputs of the options
issued, were the Company’s share price of $0.045 at the grant date, a volatility factor of 88.39% based on
historic share price performance, a risk free rate of 3.37% based on the 2-year government bond rate and
no dividends paid.

Biotron Limited 31

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

The following unlisted options were on issue as at 30 June 2023.

Opening Balance
1 July 2022
Number

4,500,000

Exercise
Price
$

0.20

Granted
during the year
Number

Expired
during the year
Number

3,500,000

Exercised
during the year
Number

Closing Balance
30 June 2023
Number

1,000,000

The following listed options were on issue as at 30 June 2023.

Opening Balance
1 July 2022
Number

Exercise
Price
$

Granted
during the year
Number

Expired
during the year
Number

Exercised
during the year
Number

Closing Balance
30 June 2023
Number

0.06

112,000,118

12,189

111,987,929

Option Reserves

Equity based compensation reserve

Option premium reserve

Movements during the period

Equity based compensation reserve

Balance at the beginning of period

Share based payment expense

Options expired during the period transferred to retained earnings

Balance at end of period

Option premium reserve

Balance at the beginning of period

Issue of options

Balance at end of period

Nature and purpose of reserves

Equity based compensation reserve:

2023
$

19,502

1,526,528

1,546,030

2022
$

85,875

(66,373)

19,502

105,915

10,585

(30,625)

85,875

1,526,528

The equity based compensation reserve is used to recognise the grant date fair value of options issued but not
exercised.

Option premium reserve:

The option premium reserve is used to recognise the grant date fair value and to accumulate proceeds received from
the issue of options.

Biotron Limited

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

16. STATEMENT OF CASH FLOWS
Reconciliation of cash flows from operating activities

Loss for the period

Adjustments for:

Other income

Depreciation of plant and equipment

Provisions for employee entitlements

Share based payments

Changes in assets and liabilities

Decrease / (Increase) in other assets

(Decrease) / Increase in trade and other payables

Net cash used in operating activities

2023
$

2022
$

(3,492,766)

(2,781,083)

43,344

37,667

45,255

81,076

10,585

(25,955)

147,675

10,032

198,087

(3,290,035)

(2,436,048)

17. RELATED PARTIES
Key management personnel and director transactions

During the year ended 30 June 2023, Peter J. Nightingale had a controlling interest in an entity, MIS Corporate Pty
Limited, which provided full administrative services, including rental accommodation, administrative staff, services
and supplies, to the entity. Fees paid to MIS Corporate Pty Limited during the year, amounted to $144,000 (2022 -
$144,000). There were no outstanding amounts at 30 June 2023 (2022 - $nil).

Key management personnel compensation

During the year ended 30 June 2023, compensation of key management personnel totalled $722,902 (2022 -
$678,939), which comprised primary salary and fees of $656,457 (2022 - $607,766), superannuation of $56,328
(2022 - $52,377), share based payments of $nil (2022 - $10,585) and long service leave of $10,117 (2022 -
$8,211). During the 2023 and 2022 financial years, no long term benefits or termination payments were paid.

Biotron Limited 33

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

18. SHARE BASED PAYMENTS
The Company has an Incentive Option Plan to provide eligible persons, being employees or directors, or individuals
whom the Plan Committee determine to be employees for the purposes of the Plan, with the opportunity to acquire
options over unissued ordinary shares in the Company. The number of options granted or offered under the Plan will
not exceed 10% of the Company’s issued share capital and the exercise price of options will be the greater of the
market value of the Company’s shares as at the date of grant of the option or such amount as the Plan Committee
determines. Options have no voting or dividend rights. The vesting conditions of options issued under the plan are
based on a minimum service periods being achieved ranging from 2 to 4 years. There are no other vesting conditions
attached to options issued under the plan.

In the event that the employment or office of the option holder is terminated, any options which have not reached
their exercise period will lapse and any options which have reached their exercise period may be exercised within two
months of the date of termination of employment. Any options not exercised within this two month period will lapse.

No options were issued during the year ended 30 June 2023 and 1,000,000 options expired. At 30 June 2023,
1,000,000 options were on issue (2022 – 4,500,000) as detailed in note 15.

The terms and conditions of the options held by key management personnel during the year ended 30 June 2023 are
as follows:

Grant date

Expiry date

Vesting date

26 November
2019

29 November
2022

126 November
2020

26 November
2019

29 November
2023

226 November
2021

Fair value
of options
granted
$

Total
granted
Number

Total
Exercised/
Expired
Number

Exercisable
at end of
the period
number

Balance
at end of
the period
Number

Exercise
price

$0.20

14,215

1,000,000 1,000,000

$0.20

19,502

1,000,000

- 1,000,000 1,000,000

33,717

2,000,000 1,000,000 1,000,000 1,000,000

1 Vesting condition of 1 year service period. To exercise, option holders must remain with the Company or exercise

within 2 months of the termination of their employment.

2 Vesting condition of 2 years service period. To exercise, option holders must remain with the Company or exercise

within 2 months of the termination of their employment.

There were no employee options outstanding for the year ended 30 June 2023 (2022 – 2,500,000).

Grant date

Expiry date Vesting date

26 November
2019

31 January
2023

131 January
2021

Fair value
of options
granted
$

Total
granted
Number

Total
Exercised/
Expired
Number

Exercisable
at end of
the period
number

Balance
at end of
the period
Number

Exercise
price

$0.20

52,500

2,500,000 2,500,000

1 Vesting condition of 1 year service period. To exercise, option holders must remain with the Company or exercise

within 2 months of the termination of their employment.

Biotron Limited

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

Weighted average of options in the equity based compensation reserve during the year

Number of options
2023

Weighted average
exercise price
2023

Number of options
2022

Weighted average
exercise price
2022

Outstanding

1,000,000

$0.20

4,500,000

$0.200

The equity based compensation reserve is used to record the options issued to employees, directors and executives
of the Company as compensation. Options are valued using the Black-Scholes option pricing model. The weighted
average remaining contractual life of share options outstanding at the end of the year in the equity based
compensation reserve was 0.42 years (2022 – 0.92).

In October 2022, the Company granted 12,000,000 options (2022 - nil) to the lead manager of the rights issue and
share placement offers. The terms and conditions of the options on issue to the lead manager are as follows:

Grant date

Expiry date

Vesting date

26 October
2022

25 November
2024

25 November
2022

Fair value
of options
granted
$

Total
granted
Number

Total
Exercised/
Expired
Number

Exercisable
at end of
the period
number

Balance
at end of
the period
Number

Exercise
price

$0.06

226,528 12,000,000

12,000,000

The Company granted listed options as part of the rights issue and share placement offers. The terms and
conditions of the listed options on issued are as follows:

Issue Date

Expiry date

Vesting date

25November
2022

25 November
2024

25 November
2022

Fair value
of options
granted
$

Exercise
price

Options
on issue
Number

Total
Exercised
Number

Total
Number
Expired

Balance
at end of
the period
Number

$0.06

1,300,000 100,000,118

100,000,118

During the year, no ordinary shares were issued as a result of the exercise of options granted pursuant to the
Incentive Option Plan (2022 - nil).

Biotron Limited 35

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

Fair value of options share-based payment

The fair value of options granted is measured at grant date and recognised as an expense over the period during
which the recipients become unconditionally entitled to the options. The fair value of the options granted is
measured using an option valuation methodology, taking into account the terms and conditions upon which the
options were granted. The amount recognised as an expense is adjusted to reflect the actual number of options that
vested during the period.

On 26 November 2019, 7,000,000 options were granted to Key Management Personnel with a fair value of $64,342.
On 29 November 2021, 5,000,000 options expired unexercised with a fair value of $30,625. On 29 November 2022,
1,000,000 options expired unexercised with a fair value of $14,215. The Black-Scholes formula model inputs were
the Company’s share price of $0.064 at the grant date, a volatility factor of 77% based on historic share price
performance, a risk-free interest rate of 0.81% based on government bonds and a dividend yield of 0%.

On 26 November 2019, 2,500,000 options were granted to employees with a fair value of $52,500. On 31 January
2023, these options expired unexercised. The Black-Scholes formula model inputs were the Company’s share price
of $0.064 at the grant date, a volatility factor of 77% based on historic share price performance, a risk-free interest
rate of 0.81% based on government bonds and a dividend yield of 0%.

The fair value of options granted on 26 October 2022 to the lead manager of the rights issue and share placement
offers was $226,528. The Black-Scholes formula model inputs were the Company’s share price of $0.045 at the
grant date, a volatility factor of 88.39% based on historic share price performance, a risk-free interest rate of 3.37%
based on government bonds and a dividend yield of 0%.

The fair value of options issued on 24 November 2022 to subcribers of the rights issue and placement offers was
$1,300,000. The Black-Scholes formula model inputs were the Company’s share price of $0.037 at the grant date,
a volatility factor of 88.39% based on historic share price performance, a risk-free interest rate of 3.37% based on
government bonds and a dividend yield of 0%.

Expenses arising from share-based payment transactions

Total expenses arising from share based payment for equity based compensation transactions recognised during
the year ended 30 June 2023 was nil (2022 - $10,585). An amount of $226,528 was recognised in equity for options
issued to the lead manager in the capital raising during the year.

Biotron Limited

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

19. FINANCIAL INSTRUMENTS
Financial risk management objectives and policies

The Company’s financial instruments comprise deposits with banks, trade and other payables and from time to time
short term loans from related parties. The Company does not trade in derivatives or in foreign currency.

The Company manages its risk exposure of its financial instruments in accordance with the guidance of the Board of
Directors. The main risks arising from the Company’s financial instruments are market risk, credit risk and liquidity
risks. This note presents information about the Company’s exposure to each of these risks, its objectives, policies
and processes for measuring and managing risk, and the Company’s management of capital.

Risk management framework

The Board has overall responsibility for the establishment and oversight of the risk management framework.
Informal risk management policies are established to identify and analyse the risks faced by the Company.

The primary responsibility to monitor the financial risks lies with the Managing Director and the Company Secretary
under the authority of the Board.

Credit risk

Credit risk arises mainly from the risk of counterparties defaulting on the terms of their agreements.

The carrying amounts of the following assets represent the Company’s maximum exposure to credit risk in relation
to financial assets:

Cash and cash equivalents

Security deposits

Cash and cash equivalents

Note

Carrying amount

2023
$

2022
$

3,984,387

1,741,405

53,930

53,985

4,038,317

1,795,390

The Company mitigates credit risk on cash and cash equivalents by dealing with regulated banks in Australia.

Security deposits

Credit risk on security deposits is very low as it usually consists predominantly of amounts recoverable from a
regulated bank in Australia.

Biotron Limited 37

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The
Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Company’s reputation.

The ultimate responsibility for liquidity management rests with the Board. The Company monitors rolling forecasts of
liquidity on the basis of expected fund raisings, trade payables and other obligations for the ongoing operation of the
Company. At balance date, the Company has available funds of $3,984,387 for its immediate use.

The following are the contractual maturities of financial liabilities, including estimated interest payments:

30 June 2023

Trade and other payables

Lease Liability

30 June 2022

Trade and other payables

Lease Liability

Carrying
amount
$

532,396

45,270

Contractual
cash flows
$

Less than
one year
$

Between one
and five years
$

(532,396)

(45,270)

(532,396)

(38,582)

(6,688)

389,166

77,239

(389,166)

(77,239)

(389,166)

(34,247)

(42,992)

It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at
significantly different amounts.

Biotron Limited

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices
will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimising the
return.

Interest rate risk

The Company’s income statement is affected by changes in interest rates due to the impact of such changes on
interest income from cash and cash equivalents and interest bearing security deposits. Changes in interest rates
for the current and prior reporting period date would have increased/decreased equity and loss for the period by an
immaterial amount.

At balance date, the Company had the following mix of financial assets exposed to variable interest rate risk.

Financial assets

Cash and cash equivalents

Security deposits

Net exposure

Note

2023
$

2022
$

3,984,387

1,741,405

53,930

53,985

4,038,317

1,795,390

The Company had the following fixed interest bearing financial liabilities in the current year.

Financial liabilities

Lease liability

Net exposure

The Company does not have interest rate swap contracts.

45,270

77,239

Biotron Limited 39

Annual Report 2023NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023

Currency risk

The Company is exposed to currency risk on cash and cash equivalents that are denominated in United States
currency. The company’s gross financial exposure to foreign currency risk at balance date was US$97 (2022 -
US$97).

The Company is not exposed to price risks.

Capital management

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence
and to sustain future development of the business.

The Board ensures costs are not incurred in excess of available funds and will seek to raise additional funding
through issues of shares for the continuation of the Company’s operations. There were no changes in the Company’s
approach to capital management during the year.

The Company is not subject to externally imposed capital requirements.

Estimation of fair values

The carrying amounts of financial assets and liabilities approximate their net fair values, given the short time frames
to maturity and or variable interest rates.

20. FINANCIAL REPORTING BY SEGMENTS
The Company operates in one reportable operating segment, being the biotechnology industry in Australia.

21. COMMITMENTS AND CONTINGENCIES
The Company may be party to commercial disputes and litigation in the normal course of business. No material
liabilities are expected to arise in respect of the commercial disputes and litigation existing at balance date.

There are no capital commitments at the date of these financial statements.

22. SUBSEQUENT EVENTS
There have been no matters arise in the interval between the end of the financial year and the date of this report
any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company,
to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the
Company in future financial years.

Biotron Limited

Annual Report 2023DIRECTORS’ DECLARATION

In the opinion of the directors of Biotron Limited:

the financial statements and notes set out on pages 18 to 40, and the Remuneration Report in the
Directors’ Report, set out on pages 11 to 15, are in accordance with the Corporations Act 2001, including:

(i)

giving a true and fair view of the Company’s financial position as at 30 June 2023 and of its
performance for the financial year ended on that date; and

(ii)

complying with Australian Accounting Standards (including Australian Accounting Interpretations) and
the Corporations Regulations 2001;

there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.

The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the
chief executive officer and chief financial officer for the financial year ended 30 June 2023.

The directors draw attention to note 2(a) of the financial statements, which includes a statement of compliance
with International Financial Reporting Standards.

This report has been signed in accordance with a resolution

of the directors and is dated 25 August 2023:

Michael J. Hoy
Chairman

Michelle Miller
Managing Director

Biotron Limited 41

Annual Report 2023

INDEPENDENT AUDITOR’S REPORT

Independent Auditor’s Report
Independent Auditor’s Report

To the shareholders of Biotron Limited

Report on the audit of the Financial Report
To the shareholders of Biotron Limited

Report on the audit of the Financial Report

Opinion

We have audited the Financial Report of
Biotron Limited (the Company).

Opinion

In our opinion, the accompanying Financial
Report of the Company is in accordance
We have audited the Financial Report of
with the Corporations Act 2001, including:
Biotron Limited (the Company).

(cid:120)

giving a true and fair view of the
In our opinion, the accompanying Financial
Company’s financial position as at 30
Report of the Company is in accordance
June 2023 and of its financial
with the Corporations Act 2001, including:
performance for the year ended on
that date; and

giving a true and fair view of the
Company’s financial position as at 30
complying with Australian Accounting
June 2023 and of its financial
Standards and the Corporations
performance for the year ended on
Regulations 2001.
that date; and

(cid:120)

The Financial Report comprises:

(cid:120) Statement of financial position as at 30 June 2023

(cid:120) Statement of profit or loss and other comprehensive

The Financial Report comprises:

income, Statement of changes in equity, and
Statement of cash flows for the year then ended
(cid:120) Statement of financial position as at 30 June 2023

(cid:120) Notes including a summary of significant accounting

(cid:120) Statement of profit or loss and other comprehensive

policies; and

income, Statement of changes in equity, and
Statement of cash flows for the year then ended

(cid:120) Directors’ Declaration.

(cid:120) Notes including a summary of significant accounting

policies; and

(cid:120) Directors’ Declaration.

(cid:120)

Basis for opinion

complying with Australian Accounting
Standards and the Corporations
Regulations 2001.

We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Basis for opinion

Our responsibilities under those standards are further described in the Auditor’s responsibilities for
the audit of the Financial Report section of our report.
We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our responsibilities under those standards are further described in the Auditor’s responsibilities for
the audit of the Financial Report section of our report.

We are independent of the Company in accordance with the Corporations Act 2001 and the ethical
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics
for Professional Accountants (including Independence Standards) (the Code) that are relevant to our
audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in
We are independent of the Company in accordance with the Corporations Act 2001 and the ethical
accordance with the Code.
requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics
for Professional Accountants (including Independence Standards) (the Code) that are relevant to our
audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in
accordance with the Code.

KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated
with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and
logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by
a scheme approved under Professional Standards Legislation.

Biotron Limited

Annual Report 2023INDEPENDENT AUDITOR’S REPORT

Material uncertainty related to going concern

We draw attention to Note 2(e), “Going Concern” in the financial report. The conditions disclosed in
Note 2(e), indicate a material uncertainty exists that may cast significant doubt on the Company’s
ability to continue as a going concern and, therefore, whether it will realise its assets and discharge
its liabilities in the normal course of business, and at the amounts stated in the financial report. Our
opinion is not modified in respect of this matter.

In concluding there is a material uncertainty related to going concern we evaluated the extent of
uncertainty regarding events or conditions casting significant doubt in the Company’s assessment of
going concern. This included:

(cid:120) Analysing the cash flow projections by:

Evaluating the underlying data used to generate the projections for consistency with other
information tested by us, our understanding of the Company’s intentions, and past results
and practices;
Assessing the planned levels of operating and capital expenditures for consistency of
relationships and trends to the Company’s historical results since year end, and our
understanding of the business, industry and economic conditions of the Company;

(cid:120) Assessing significant non-routine forecast cash inflows and outflows including the expected

impact of planned capital raisings for feasibility, quantum and timing. We used our knowledge of
the client, its industry and current status of those initiatives to assess the level of associated
uncertainty.

(cid:120) Reading minutes of directors’ meetings and relevant correspondence with the Company’s

advisors to understand the Company’s ability to raise additional shareholder funds, and assess
the level of associated uncertainty.

(cid:120)

Evaluating the Company’s going concern disclosures in the financial report by comparing them to
our understanding of the matter, the events or conditions incorporated into the cash flow
projection assessment, the Company’s plans to address those events or conditions, and
accounting standard requirements. We specifically focused on the principle matters giving rise to
the material uncertainty.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, were of most significance in
our audit of the Financial Report of the current period.

These matters were addressed in the context of our audit of the Financial Report as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material uncertainty related to going concern section, we
have determined the matter described below to be the Key Audit Matter.

Biotron Limited 43

Annual Report 2023INDEPENDENT AUDITOR’S REPORT

Direct research and development expenditure - $3,232,374

Refer to Note 6 to the Financial Report

The key audit matter

How the matter was addressed in our audit

Direct research and development expenditure is
a key audit matter due to the significance of the
amount (being 64% of total expenses) and the
audit effort associated with assessing the
completeness, existence and accuracy of the
amounts recorded by the Company.

Our procedures included:

(cid:120)

Assessing the Company’s accounting policy
for research and development expenditure
against the requirements of the accounting
standards;

Selecting a statistical sample of items
recorded as direct research and development
expenditure and checking the expenditure
amount recorded for consistency to invoices
from third parties or other underlying
documentation;

For the sample identified above, checking the
nature of the expenditure for consistency
with its classification as direct research and
development expenditure, in accordance with
the Company’s accounting policy and the
criteria in the accounting standards; and

Testing the completeness of direct research
and development expenditure recorded in the
year by checking payments recorded since
year end and unprocessed invoices for
evidence of the timing of the transactions.
We selected our sample from the Company’s
payments made since balance date, and
unprocessed invoices at the date of our
testing, and checked the timing of the
transaction to the underlying documentation.

Biotron Limited

Annual Report 2023INDEPENDENT AUDITOR’S REPORT

Other Information

Other Information is financial and non-financial information in Biotron Limited’s annual reporting which is
provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for
the Other Information.

Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not
express an audit opinion or any form of assurance conclusion thereon, with the exception of the
Remuneration Report and our related assurance opinion.

In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In
doing so, we consider whether the Other Information is materially inconsistent with the Financial Report
or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We are required to report if we conclude that there is a material misstatement of this Other Information,
and based on the work we have performed on the Other Information that we obtained prior to the date
of this Auditor’s Report we have nothing to report.

Responsibilities of the Directors for the Financial Report

The Directors are responsible for:

(cid:120) preparing the Financial Report that gives a true and fair view in accordance with Australian

Accounting Standards and the Corporations Act 2001

(cid:120)

implementing necessary internal control to enable the preparation of a Financial Report that gives
a true and fair view and is free from material misstatement, whether due to fraud or error

assessing the Company’s ability to continue as a going concern and whether the use of the going
concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless they either intend to
liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Report

Our objective is:

(cid:120)

to obtain reasonable assurance about whether the Financial Report as a whole is free from
material misstatement, whether due to fraud or error; and

to issue an Auditor’s Report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Australian Auditing Standards will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of the Financial Report.

A further description of our responsibilities for the audit of the Financial Report is located at the Auditing
and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar2_2020.pdf. This description forms part of our
Auditor’s Report.

Biotron Limited 45

Annual Report 2023INDEPENDENT AUDITOR’S REPORT

Report on the Remuneration Report

Opinion

Directors’ responsibilities

In our opinion, the Remuneration Report
of Biotron Limited for the year ended 30
June 2023, complies with Section 300A of
the Corporations Act 2001.

The Directors of the Company are responsible for the
preparation and presentation of the Remuneration Report in
accordance with Section 300A of the Corporations Act
2001.

Our responsibilities

We have audited the Remuneration Report included in
pages 11 to 1(cid:22) of the Directors’ report for the year ended
30 June 2023.

Our responsibility is to express an opinion on the
Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.

KPMG

Adam Twemlow

Partner

Brisbane

25 August 2023

Biotron Limited

Annual Report 2023ADDITIONAL STOCK EXCHANGE INFORMATION

Home Exchange
The Company is listed on the ASX Limited. The home exchange is Sydney.

Use of Cash and Assets
Since the Company’s listing on the ASX, the Company has used its cash and assets in a way consistent with its
stated business objectives.

Class of Shares and Voting Rights
There is only one class of shares in the Company, fully paid ordinary shares.

The rights attaching to shares in the Company are set out in the Company’s Constitution. The following is a summary
of the principal rights of the holders of shares in the Company.

Every holder of shares present in person or by proxy, attorney or representative at a meeting of shareholders has
one vote on a vote taken by a show of hands, and, on a poll every holder of shares who is present in person or by
proxy, attorney or representative has one vote for every fully paid share registered in the shareholder’s name on the
Company’s share register.

A poll may be demanded by the chairperson of the meeting, by at least 5 shareholders entitled to vote on the
resolution or shareholders with at least 5% of the votes that may be cast on the resolution on a poll.

Distribution of Equity Securityholders
As at 31 July 2023, the distribution of each class of quoted equity securityholders was as follows:

25 November
2024
$0.06 Listed
Options

Total
Number of
$0.06 Listed
Options

29 November
2023
$0.20 unlisted
Options

Total
Number of
$0.20 Unlisted
Options

Fully Paid
Ordinary
Share
Holders

200

949

1,038

2,764

1,183

Total
Number of
Shares

50,046

3,411,663

8,275,365

105,259,780

784,948,048

Range

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

187

319

139

334

149

118,995

924,905

1,100,562

12,674,473

97,168,994

6,134

901,944,902

1,128

111,987,929

At 31 July 2023, 2,822 shareholders held less than a marketable parcel of shares.

1,000,000

Type of securities

Ordinary shares

Listed Options

Unlisted options

Number of holders

Number of securities

6,134

1,128

901,944,902

111,987,929

1,000,000

Biotron Limited 47

Annual Report 2023ADDITIONAL STOCK EXCHANGE INFORMATION

Twenty Largest Quoted Shareholders
At 31 July 2023 the twenty largest fully paid ordinary shareholders held 18.87% of fully paid ordinary as follows:

Name

Jey Investment Pty Ltd

Rookharp Capital Pty Limited

Umbiram Pty Ltd

Dr Angela Fay Dulhunty

Citicorp Nominees Pty Limited

Fordholm Investments Pty Ltd

DNS Accounting and Law Consultancy Pty Ltd

8 Mr Travis Fountain

Attollo Copia Pty Ltd

10 Sked Proprietary Limited

11 William John Dunn

12 Pathold No 222 Pty Ltd

13 Armco Barriers Pty Ltd

14 Mrs Zi Juan QI

15 Edstop Pty Limited

16 Mrs Yang Wang

17 Standby Forty-Six Pty Limited

18 Scott’s A V Pty Ltd

19 Mr Travis Paul Gloury

20 Vicex Holdings Proprietary Limited

There are no current on-market buy-backs.

Fully Paid Ordinary Shares

24,240,000

15,267,176

11,217,352

10,000,000

9,464,208

9,300,000

9,089,820

8,897,892

7,770,678

7,462,000

7,300,000

7,010,000

7,000,000

5,878,488

5,845,906

5,108,912

5,000,000

4,918,000

4,819,355

4,600,000

2.69

1.69

1.24

1.11

1.05

1.03

1.01

0.99

0.86

0.83

0.81

0.78

0.65

0.57

0.55

0.53

0.51

Biotron Limited

Annual Report 2023ADDITIONAL STOCK EXCHANGE INFORMATION

Twenty Largest Quoted Optionsholders
At 31 July 2023 the twenty largest listed optionholders held 50.03% of fully paid ordinary as follows:

Name

Rookharp Capital Pty Limited

2 Mr James Anthony Laird

3 Mrs Zi Juan Qi

4 Mrs Yan Wang

Fordholm Investments Pty Ltd

6 Mr Darryl J Marraffa

Saf It Consulting Group Pty Limited

Bmmdh Pty Ltd

9 Mr Michael Carabott

10 3m Holdings Pty Limited <3m Investment Spec A/C>

11 Mr Casey Joseph Iddon

12 Mr Paul Antony Stoneham

13 Jey Investment Pty Ltd

14 Sandwich Holdings Pty Ltd

15 Mr William Xi Qu Yan + Ms Ai Wen Liang

16 Mr Travis Fountain

17 Mr Scott William Thornton

18 Mr Peter William Goodall

19 Matano Trading Pty Ltd

20 Mr Edward Patrick O’brien

20 Pathold No 222 Pty Ltd

20 Mr Cameron William Eric Robinson

20 Scintilla Strategic Investments Limited

25 November 2024
$0.06 Listed Options

7,633,588

4,447,336

3,816,794

3,700,000

3,000,495

2,681,602

2,519,715

2,350,312

2,290,077

2,225,000

2,160,000

2,020,000

2,000,000

1,972,993

1,396,858

1,000,000

6.82

3.97

3.41

3.30

2.68

2.39

2.25

2.10

2.04

1.99

1.93

1.80

1.79

1.76

1.25

0.89

Biotron Limited 49

Annual Report 2023Principal Administration Office:
Suite 3.3, 56 Delhi Road
NORTH RYDE NSW 2113
Phone: 61-2 9805 0488
61-2 9805 0688
Fax:

CORPORATE DIRECTORY

Directors:
Mr Michael J. Hoy (Chairman)
Dr Michelle Miller (Managing Director)
Dr Susan M. Pond
Mr Robert B. Thomas
Prof Stephen Locarnini

Company Secretary:
Mr Peter J. Nightingale

Registered Office:
Level 2, 66 Hunter Street
SYDNEY NSW 2000
Phone: 61-2 9300 3344
Fax:
61-2 9221 6333
E-mail: enquiries@biotron.com.au
Homepage: www.biotron.com.au

Share Registrar:
Computershare Investor Services Pty Limited
Level 4, 60 Carrington Street
SYDNEY NSW 2000
Phone: 1300 787 272
Fax: +61 3 9473 2500

Auditors:
KPMG Level 16, Riparian Plaza
71 Eagle Street
BRISBANE QLD 4000

Home Exchange:
ASX Limited 20 Bridge Street
SYDNEY NSW 2000

Solicitors:
Minter Ellison
88 Phillip Street
SYDNEY NSW 2000

Biotron Limited, incorporated and domiciled in Australia,
is a publicly listed company limited by shares.

Biotron Limited

Annual Report 2023biotron.com.au

Level 2, 66 Hunter Street
Sydney NSW 2000
Tel: (61-2) 9300 3344
Fax: (61-2) 9221 6333
E-mail: pnightingale@biotron.com.au
Website: www.biotron.com.au

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of members is to be convened at Level 3, 60 Carrington
Street, Sydney, NSW, 2000 on 22 November 2023 at 11:00 am.

BUSINESS

AGENDA

To receive and consider the Company's annual financial report, the directors' report and the auditors' report for the
year ended 30 June 2023.

To consider and, if thought fit, pass the following resolutions, with or without amendment:

Ordinary Resolutions

Resolution 1.

'That Dr. Susan M. Pond be and is hereby re-elected as a Director.'

Resolution 2.

'That the Remuneration Report for the year ended 30 June 2023 be and is hereby adopted.'

To transact any other business that may be brought forward in accordance with the Company's Constitution.

By order of the Board

Peter J. Nightingale
Company Secretary

20 October 2023

pjn11876

Level 2, 66 Hunter Street
Sydney NSW 2000
Tel: (61-2) 9300 3344
Fax: (61-2) 9221 6333
E-mail: pnightingale@biotron.com.au
Website: www.biotron.com.au

EXPLANATORY MEMORANDUM

This is an Explanatory Memorandum to in the Notice of Annual General Meeting of Biotron Limited to be convened at
Level 3, 60 Carrington Street, Sydney, NSW, 2000 on 22 November 2023 at 11:00 am.

Resolution 1

Re-election of Dr. Susan M. Pond as a Director

Resolution 1 deals with the re-election of Dr. Susan M. Pond who retires in accordance with the Company’s Constitution
and Listing Rule 14.4, and being eligible, has offered herself for re-election.

Dr Pond has a strong scientific and commercial background having held executive positions in the biotechnology and
pharmaceutical industry for 12 years, most recently as chairman and managing director of Johnson & Johnson Research
Pty Limited (2003 - 2009). Previous non-executive positions include chair of AusBiotech Limited and director of
Australian Nuclear Science and Technology Organisation, Wound Management Innovation CRC and Australian Academy
of Technological Sciences and Engineering (ATSE). Dr Pond also served as a board member of Commercialisation
Australia and Innovation Australia.

Dr Pond is currently director of the Trusted Autonomous Systems Defence Cooperative Research Centre, Vectus
Biosystems Ltd and the Australian Phenomics Network. She is a member of the Council of the Queensland University of
Technology and a Fellow of the Australian Institute of Company Directors, the Academy of Technological Sciences &
Engineering, the Academy of Health and Medical Sciences and the Royal Society of New South Wales.

Dr Pond holds a first-class honours degree in Bachelor of Medicine and Surgery from the University of Sydney and a
Doctor of Medicine degree from the University of New South Wales. She obtained specialist clinical credentials in internal
medicine, clinical pharmacology and clinical toxicology and held academic appointments at the University of California
San Francisco and the University of Queensland before joining industry.

The Directors recommend that you vote IN FAVOUR of Resolution 1.

The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of Resolution 1.

Resolution 2

Adoption of the Remuneration Report

The Remuneration Report, which can be found as part of the Directors’ Report in the Company's 2023 Annual Report,
contains certain prescribed details, sets out the policy adopted by the Board of Directors and discloses the payments to key
management personnel, Directors and senior executives.

In accordance with section 250R of the Corporations Act, a resolution that the Remuneration Report be adopted must be
put to the vote. This resolution is advisory only and does not bind Directors.

The Chairman will allow a reasonable opportunity for shareholders as a whole to ask about, or make comments on, the
Remuneration Report.

The Chairman intends to exercise all undirected proxies in favour of Resolution 2. If the Chairman of the Meeting is
appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 2 by signing and
returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the
Chairman to vote the proxy in accordance with the Chairman's intention.

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 2 by or on behalf of a member of the key management
personnel of the Company (at the date of the meeting or whose remuneration is disclosed in the remuneration
report) ('KMP') and their closely related parties (such as close family members and controlled companies) .

However, the Company need not disregard a vote if it is:

• cast by a person as a proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the

directions given to the proxy or attorney to vote on Resolution 2 in that way; or

• cast by the Chairman of the Meeting as proxy or attorney appointed in accordance with the directions of the proxy
for a person who is entitled to vote, and such appointment on the proxy expressly authorises the Chairman to exercise
the proxy even if the resolution is connected directly with the remuneration report; or

• cast by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary

provided the following conditions are met:
o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and

is not an associate of a person excluded from voting on the resolution; and

o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in

that way.

The Directors recommend that you vote IN FAVOUR of advisory Resolution 2.
The Chairman of the Meeting intends to vote undirected proxies IN FAVOUR of advisory Resolution 2.

pjn11876