Further terms of Lantheus investmentUnder the Subscription...

Further terms of Lantheus investment
Under the Subscription Agreement, and subject to shareholder approval at an upcoming
extraordinary general meeting, Lantheus will be issued up to:
• 149,625,180 shares under the Placement amounting to a subscription amount of
US$4.99 million (A$7.5 million) (Lantheus Shares), subject to 12 months escrow;
• 149,925,040 unlisted options with an exercise price of A$0.05 (5 cents) and an expiry
date six months from the date of issue of the Lantheus Shares (Lantheus Options),
with 12 months escrow applying to any shares issued on exercise of the options; and
• 37,406,295 options (i.e. one (1) new option for every four (4) new Lantheus Shares
issued) with an exercise price of A$0.06 and an expiry date approximately 2 years
from the date the Lantheus Shares are issued (Lantheus Placement Options),
• subject to and upon exercise of the Lantheus Options, up to 37,481,260 additional
options (on the basis of one (1) new option for every four (4) new Lantheus Shares
issued upon exercise of the Lantheus Options) with an exercise price of A$0.06 and
an expiry date approximately 2 years from the date the Lantheus Shares are issued
(Second Tranche Lantheus Options),
(together, the Lantheus Interests).
Other key terms of the Subscription Agreement (noting undefined terms have the meanings
ascribed to them in the Subscription Agreement) include:
• Other key terms of the Lantheus Options, Lantheus Placement Options and Second
Tranche Lantheus Options are:
o Subject to compliance with the Australian Corporations Act, the options may
be exercised during the exercise period and, within five Business Days of
exercise, the Company will:
 allot and issue the number of Shares as specified in the Exercise
Notice and for which the Exercise Price has been received by the
Company in cleared funds; and
 apply for official quotation on the ASX of Shares issued pursuant to
the exercise of the Subscription Option; and
o Shares issued as a result of the exercise of an option will be fully paid and
rank pari passu in all respects with all other Shares then on issue.
• The Company provides standard warranties regarding its standing and the issue of
the Lantheus Interests and the Company indemnifies Lantheus against any loss to
Lantheus’ investment in the Company which Lantheus suffers or is liable for arising
directly or indirectly from a warranty being untrue or inaccurate. Lantheus provides
standard warranties regarding its standing.
• Lantheus may terminate the agreement before completion if:
o the Company is prevented from issuing or allotting the Lantheus Shares by
the order of a court of competent jurisdiction or by a government agency;
o The Australian Securities and Investment Commission or the Takeovers Panel
commences, or threatens to commence, any inquiry, hearing investigation or
regulatory action or issues any order or interim order or other proceedings in
relation to the Company, the Lantheus Shares or the Lantheus Options;
o the Company commits a material breach of the Subscription Agreement; or
ASX ANNOUNCEMENT
20 June 2024
Radiopharm Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
ABN: 57 647 877 889
o any of the Company warranties cease to be true and accurate.
• Lantheus may terminate the Subscription Agreement if Shareholder approval (in the
form contemplated above) is not obtained within a three-month period.
• As is customary with these types of arrangements, the agreement contains typical
investor protections such as negative covenants and representations and warranties
by the Company.
Other key terms of the transfer and development agreement include:
• The Company and its subsidiary, Radiopharm Theranostics (USA), Inc., a Nevada
corporation, together have agreed to transfer and assign to Lantheus each of their
title, and interest in the TROP2 targeting nanobody and a LRRC15 targeting mAb
assets, including all data and information regarding the compounds and
technologies; and
• As is customary with these types of arrangements, the agreement contains typical
assignee protections such as risk allocation clauses and representations and
warranties made by the Company and Radiopharm Theranostics (USA), Inc. in
respect of each entity’s standing and its ownership of and rights in the assets being
assigned and sold.