Target market determination (TMD)
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Released
Announcement PDF
TARGET MARKET DETERMINATION
MADE BY: RADIOPHARM THERANOSTICS LIMITED (ACN 647 877 889) of Suite 1, Level 3, 62
Lygon Street, Carlton South, VIC 3053 (Company)
PRODUCT: Subject to shareholder approval, free attaching options (Attaching Options) in
connection with an offer of shares in the Company (Shares). The offer of Shares may
occur either by way of a placement to Australian and international institutional and
sophisticated investors or a share purchase plan to a broader range of investors under
a prospectus dated 30 July 2026 (Prospectus).
EFFECTIVE DATE: 30 July 2026
This target market determination (TMD) has been prepared by the Company in relation to an offer to issue the
Attaching Options made by the Company under the prospectus (Offer). A copy of the Prospectus is available
on the Company’s website, www.radiopharmtheranostics.com.
Bell Potter Securities Limited has been appointed as lead manager to the Offer (Lead Manager).
The Offer is made under the Prospectus. Any recipient of this TMD should carefully read and consider the
Prospectus in full and consult their professional adviser if they have any questions regarding the contents of
the Prospectus. Any recipient of this TMD who wants to acquire any Attaching Options under the Offer will need
to follow the relevant instructions in the application form that will accompany the Prospectus. There is no cooling
off period in respect of the issue of the Attaching Options.
This TMD is not a disclosure document for the purposes of the Corporations Act 2001 (Cth), and therefore has
not been lodged, and does not require lodgement, with the Australian Securities and Investments Commission
(ASIC).
This TMD does not take into account your individual objectives, financial situation or needs and the Attaching
Options may not suit your personal circumstances. It is important for you to consider these matters and read
the Prospectus before you make an investment decision. The Company is not licensed to provide financial
product advice in relation to the Attaching Options and this TMD contains general information only.
TARGET MARKET DETERMINATION (TMD)
The product (being the Attaching Options) is likely to be appropriate for a consumer seeking exposure to the
oncology focused biopharmaceutical sector via its investment and:
1. should the company’s biopharmaceutical developments be successful, exposure to potential for capital
growth; and
2. for inclusion as part of a diversified portfolio where the consumer has a medium to long term investment
timeframe (if the product is exercised and the resultant Shares are issued).
Class of
consumers that
fall within this
target market
The Attaching Options have been designed for investors whose likely
objectives, financial situation and needs are aligned with the product
(including the key attributes).
The Attaching Options are for those who:
are permitted to acquire securities pursuant to the Prospectus and are
applying for Attaching Options under the Prospectus;
seek to profit from an appreciation in the market price of Shares in the
Company and/or who have a long-term view on the Shares or the
underlying assets of the Company;
TARGET MARKET DETERMINATION
wish to participate in any potential future distribution should operations be
successful; and
are accustomed to participating in speculative investments in the
biopharmaceutical sector.
The Attaching Options are issued only to applicants under the Offer and
consequently have been designed for consumers who meet the following
requirements (Design Requirements):
will acquire Shares and Attaching Options under the Offer;
have the financial ability to consider the economic risk of the exercise of
the Attaching Options;
given the speculative nature of the Shares and Attaching Options, have
adequate means to provide for their current needs and to withstand a loss
of the entire investment of the Shares and Attaching Options;
have such knowledge and experience in financial and business matters
that they are capable of evaluating the merits and risks of acquiring the
Attaching Options, including the risk of:
o the Attaching Options expiring ‘out of the money’ meaning the
strike price (i.e. the price an Attaching Option is exercisable
at, as disclosed in the Prospectus) is above the value or price
to purchase the underlying Shares so that the Attaching
Options are worthless;
o whether any profit can be made from (or there is any value
in) exercising the Attaching Options for the reason outlined
above, and given the value of the Attaching Options is
contingent on the value of the underlying Shares, the risk that
any investment is speculative and uncertain; and
o not being able to sell the Attaching Options even if listed due
to illiquidity in the market;
have determined that the Shares and Attaching Options are a suitable
investment, including because:
o they understand and accept the associated risks (as outlined
above and in the Prospects); and
o have access to the required capital to exercise the Attaching
Options; and
understand the mechanics and key product attributes of the Attaching
Options.
The key product attributes of the Attaching Options are described in the
Prospectus and in summary are:
the holders of Attaching Options will be entitled to one Share upon
exercise of each one Attaching Option;
the Attaching Options will be issued for nil consideration and are
exercisable at $0.018 per Attaching Option with an expiry date of 31 July
2029;
the Company intends that, subject to the Company satisfying any and all
ASX requirements, the Attaching Options will be quoted on the ASX; and
approximately 848,839,531 Attaching Options are expected be issued
under the Offer.
TARGET MARKET DETERMINATION
Excluded class of
consumers
The Attaching Options have not been designed for individuals who are retail
clients and:
require an income stream from their investment;
do not ordinarily invest in speculative investments in the
biopharmaceutical sector;
are resident outside of Australia or New Zealand (except to the extent
permitted in the Prospectus);
are not applicants under the Offer; and/or
do not meet the Design Requirements.
Conditions and
restrictions on
distribution
The key restriction on distribution of the Attaching Options is the Offer,
which includes the Attaching Options, is only being made to shareholders
in the Company at the record date of 23 July 2026 and with a registered
address in Australia or New Zealand, or to Australian and international
institutional and sophisticated investors participating in the Company’s
upcoming placement (Eligible Shareholders); and
The Company considers that these distribution conditions will ensure that
persons who invest in the Attaching Options fall within the target market
(those who have received and apply under the Prospectus and subscribe
for Shares to which the Attaching Options attach).
Review Triggers If required under applicable law, the first review of this TMD will occur on
the next business day after the close of the Offer, as disclosed in the
Prospectus, currently being 10 September 2026. Further periodic reviews of
this TMD after that date are not required because the Attaching Options will
no longer be on offer for acquisition by issue or regulated sale.
The Company will review this TMD where any event or circumstance has
arisen that would suggest this TMD is no longer appropriate. This may
include (but is not limited to):
ASIC raises concerns with the Company regarding the adequacy of the
design or distribution of the Attaching Options or this TMD;
the occurrence of a significant dealing (as that term is described in ASIC
Regulatory Guide 274.158);
an unreasonable number of consumer complaints or feedback from those
who distribute or acquire the product; and
significant adverse changes to the Company's circumstances.
This TMD will be reviewed within 10 business days upon the occurrence of a
review trigger.
Maximum Period Subject to any review triggers, the maximum period of this TMD is from 30
July 2026 to 11 September 2026.
Reporting
Requirements
Complaints relating to the Attaching Options should be provided directly to
the Company as soon as practicable by any person including distributors of
the Attaching Options. The Company will review all complaints received in
relation to the Attaching Options on a continuous basis.
Distributors (such as the Lead Manager) who become aware of any
significant dealings (as that term is described in ASIC Regulatory Guide
274.158) must notify the Company as soon as practicable but no later than
TARGET MARKET DETERMINATION
10 business days after the distributor becomes aware of the significant
dealing.
Distributors (such as the Lead Manager) who become aware of any dealings
outside of the target market or receive complaints that would reasonably
suggest that the TMD is no longer appropriate must notify the Company as
soon as practicable but no later than 10 business days after the distributor
becomes aware of the dealing or complaint outside of the target market with
such information as reasonably necessary to allow the Company to identify
the kinds of persons subject to such dealings or making such complaints.
The Company will not be in a position to determine any dealings that occur
upon exercise of the Attaching Option or on-sale of any resultant Share, as it
has no capacity to identify the objectives, financial situation and needs of
investors who exercise the Attaching Options or acquire the resultant Shares.
To the maximum extent permitted by law the Lead Manager (Bell Potter
Securities Limited ACN 006 390 772) and its respective related bodies
corporate and affiliates, and its respective officers, directors, employees,
agents and advisers (collectively, LM Parties): (i) disclaim all responsibility
and liability (including, without limitation, any liability arising from fault,
negligence or negligent misstatement) for any loss (including consequential
or contingent loss or damage) arising from this document or reliance on
anything contained in or omitted from it or otherwise arising in connection
with this presentation; (ii) disclaim any obligations or undertaking to release
any updates or revision to the information in this document to reflect any
change in expectations or assumptions; and (iii) do not make any
representation or warranty, express or implied, as to the accuracy, reliability,
completeness of the information in this document or that this document
contains all material information about the Company or that a prospective
investor or purchaser may require in evaluating a possible investment in the
Company or acquisition of securities in the Company, or likelihood of
fulfilment of any forward-looking statement or any event or results
expressed or implied in any forward-looking statement.
The LM Parties take no responsibility for any Company specific information
and make no recommendations as to whether any person should acquire
securities in the Company nor do they make any representations or
warranties (express or implied) concerning the Company and they disclaim
(and by accepting this document you disclaim) any fiduciary relationship
between them and the recipients of this presentation, or any duty to the
recipients of this document or acquirers of Company securities or any other
person. The LM Parties have not authorised, permitted or caused the issue,
submission, dispatch or provision of any Company specific information and
do not make or purport to make any statement in this document and there is
no statement in this document which is based on any statement by any of
them. The LM Parties may rely on information provided by or on behalf of
the Company in preparing this document and without having independently
verified that information and the LM Parties do not assume any responsibility
for the accuracy or completeness of that information. The LM Parties may
have interests in the securities of the Company, including by providing
corporate advisory services to the Company. Further, the LM Parties may act
as market maker or buy or sell those securities or associated derivatives as
principal or agent. The Lead Manager may receive fees for providing services
to the Company.
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