Full Press Release Details
Theranostics completes A$35 million Placement and
launches a A$5 million Share Purchase Plan
Australia - Monday, 20 October 2025 - Radiopharm Theranostics Limited (ASX:RAD; Nasdaq:RADX), a developer of a world-class
platform of radiopharmaceutical products for both diagnostic and therapeutic uses, is pleased to announce it has received firm commitments
from international and Australian institutional and industry investors (Placement Subscribers), including Lantheus Holdings, Inc.
(Lantheus), to raise approximately A$35.0 million (before costs) by way of a private placement (Placement) of 1,167 million
new fully paid ordinary shares (approx.) (Placement Shares) in the Company at a price of A$0.03 per share (Placement Price).
the Placement, Placement Subscribers are anticipated to receive one (1) free attaching option for every one (1) Placement Share subscribed
for under the Placement (Attaching Options). The Attaching Options will have an exercise price of A$0.039 per option with an expiration
of 31 October 2027 and will be subject to shareholder approval. It is intended that the Attaching Options will be quoted on the ASX.
The full details of the rights and liabilities attaching to the Attaching Options are annexed to this announcement.
Placement is being followed by a Share Purchase Plan (SPP), to raise up to A$5 million, for existing eligible shareholders with
registered addresses in Australia or New Zealand (Eligible Shareholders), with applications up to a maximum of A$30,000. The SPP
will be made to Eligible Shareholders on the same terms as the Placement and the Attaching Options issued under the SPP will be subject
to shareholder approval.
funds raised from the Placement and SPP (together, the Offer), together with the company's existing cash balance1
Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
Cannevari, Chief Executive Officer & Managing Director, said "We are very pleased to have successfully completed this A$35
million placement, which strengthens our financial position and provides funding to advance our six clinical programs through a number
of important upcoming milestones. We are particularly grateful for the continued support of Lantheus, whose ongoing strategic investment
represents a strong endorsement of Radiopharm's strategy, technology, and potential to make a meaningful impact in the field of
radiopharmaceuticals."
has received firm commitments from institutional and sophisticated investors for a A$35 million Placement of approximately 1,167
million Placement Shares in the Company to Placement Subscribers for the Placement Price. The Placement Price represents a discount of:
continues support as strategic investor with A$7.6 million (US$5.0 million) investment in the Placement.
million (~415.7 million Placement Shares) will be issued on Friday, 24 October 2025 (Tranche 1 Placement), using RAD's existing
placement capacity with ~326.6 million Placement Shares to be issued under Listing Rule 7.1 and ~89.1 million Placement Shares to be
issued Listing Rule 7.1A. The remaining A$22.5 million (~751.0 million Placement Shares) will be issued subject to shareholder approval
at an upcoming Extraordinary General Meeting (EGM) (Tranche 2 Placement).
to shareholder approval at an upcoming EGM, Placement Subscribers will also receive one (1) Attaching Option for every one (1) Placement
Share issued, with an exercise price of A$0.039 and an expiry date of 31 October 2027, a total of ~1,167 million Attaching Options.
Placement Shares to be issued will rank equally with existing RAD fully paid ordinary shares.
EGM to approve the Tranche 2 Placement and the Attaching Options is anticipated to be held in early December 2025.
Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
CEO & Managing Director
Radiopharm Theranostics:
Twitter - https://twitter.com/TeamRadiopharm
an offer of securities
announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other
jurisdiction. Any securities described in this announcement have not been registered under the US Securities Act of 1933 and may not
be offered or sold in the United States except in transactions registered under the US Securities Act or in transactions exempt from,
or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
announcement contains certain forward-looking statements' within the meaning of the securities laws of applicable jurisdictions.
Forward-looking statements can generally be identified by the use of forward-looking words such as may,' 'should,'
expect,' anticipate,' estimate,' 'scheduled' or continue' or the negative
version of them or comparable terminology. Any forecasts or other forward-looking statements contained in this announcement are subject
to known and unknown risks and uncertainties and may involve significant elements of subjective judgment and assumptions as to future
events which may or may not be correct. There are usually differences between forecast and actual results because events and actual circumstances
frequently do not occur as forecast and these differences may be material. Radiopharm does not give any representation, assurance or
guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually
occur and you are cautioned not to place undue reliance on forward-looking statements.
Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
| Eligibility | Attaching Options to be issued to Placement Subscribers and Eligible Shareholders who take up Placement Shares and SPP Shares ( New Shares ) under the Offer. |
| Grant of Attaching Options | To be issued on the basis of one (1) Attaching Option for every one (1) New Share issued to Placement Subscribers and Eligible Shareholders under the Offer, as the case may be. |
| Quotation of Attaching Options | The Company will apply to ASX for official quotation of any of the Attaching Options. If quotation is not approved, the Options will be issued without quotation (unlisted options). |
| Exercise of Attaching Options | Each Attaching Option is exercisable immediately on issue. The Attaching Options may be exercised at any time before their expiry date, wholly or in part, by delivering a duly completed form of notice of exercise together with a cheque for the exercise price. RAD will issue one new share for each Attaching Option exercised. Holders of Attaching Options may only exercise a minimum of A$500 of Attaching Options on any particular occasion, unless the Holder has, in total, less than A$500 of Attaching Options, in which case they must exercise all their Attaching Options at the same time. The exercise of each Attaching Option is subject to compliance with the Corporations Act 2001 (Cth) ( Corporations Act ) (in particular, the requirements of Chapter 6 of the Corporations Act). |
| Terms of Shares issued | Any Shares issued as a result of exercising an option will be issued on the same terms and rank in all respects on equal terms, with Existing Shares. |
| Transfer and security interests | Placement Subscribers and Eligible Shareholders may only: (a) create a security interest in; or (b) transfer, assign, dispose or otherwise deal with, Attaching Options, or any interest in Attaching Options, with the prior written consent of the Board. |
| Quotation of Shares issued | Application for official quotation of Shares allotted and issued as a result of the exercise of the Attaching Options will be made within three Business Days from the date of issue of the Shares. |
| Expiration of Attaching Options | Each Attaching Option will have an expiration date that is the 31 October 2027. |
| Issue price of Attaching Options | No issue price is payable for the Attaching Options as they are issued together with any application by a Placement Subscriber or an Eligible Shareholder for New Shares. |
| Exercise price of Attaching Options | A$0.039 upon exercise to acquire each Share. |
| Option register | Attaching Options will be registered in the name of a Shareholder in an option register maintained by the Share Registry. The Share Registry will issue holding statements that evidence the number of Attaching Options held by the Placement Subscriber or Eligible Shareholder. No option certificates will be issued. |
Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia
| (a) | the number of Attaching Options or the exercise price of the Attaching Options or both will be adjusted as specified in Listing Rule 7.22 as it applies at the time of the reorganisation; and | |
| (b) | in all other respects the terms for the exercise of the Attaching Options will remain unchanged. |
| Adjustment where pro rata issue of Shares, bonus shares or stock dividends | If there is a pro rata issue of Shares, the exercise price of the Attaching Options will be adjusted as specified in Listing Rule 6.22.2. If there is a bonus or cash issue of Shares, the number of Shares issued upon exercise of the Attaching Options will be adjusted as specified in Listing Rule 6.22.3. There will be no adjustment to the terms of the Attaching Options if there is a pro rata issue of shares. |
| New issues of Shares | The Attaching Options do not confer a right to participate in new issues of Shares unless the Attaching Options have been exercised on or before the record date for determining entitlements to the issue. |
| Notice of adjustments | RAD will give written notice to the Attaching Option holder of any adjustment of the exercise price of the Attaching Options and any increase or decrease in the number of Attaching Options. |
| Dividend rights | While they remain unexercised, the Attaching Options will not give a holder an entitlement to receive any dividends declared and paid by RAD for Shares. |
| Applicable law | Each Attaching Option is issued subject to: (a) the Corporations Act; (b) the Listing Rules; and (c) the Company's constitution. |
| US securities law restriction | The Attaching Options may not be exercised by or on behalf of a person in the United States unless the Attaching Options and the underlying shares have been registered under the US Securities Act of 1933 and applicable US state securities laws, or exemptions from such registration requirements are available. |
Radiopharm Theranostics Limited
Suite 1, Level 3, 62 Lygon Street, Carlton South VIC 3053 Australia