Acrux : Share Purchase Plan Offer BookletOpens in a new Window

SHARE PURCHASE

PLAN

Closing date: 29 January 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN THE UNITED STATES.

Acrux Limited ABN: 72 082 001 152

8 January 2021

Dear Shareholder,

Offer by Acrux Limited to Participate in Share Purchase Plan

The Board of Directors of Acrux Limited (ACN 082 001 152) ("Acrux" or the "Company") are pleased to invite Eligible Shareholders (defined below) to subscribe for new fully paid ordinary shares in the Company ("New Shares"), free of all brokerage, commission or transaction costs ("Offer") under the Acrux Share Purchase Plan ("Plan" or the "SPP").

Offer

The value of New Shares an Eligible Shareholder can subscribe for is restricted to a maximum total of $30,000 (free of brokerage, commission or transaction costs). The issue price for each New Share is $0.157 ("Offer Price") which is the same price as the Shares issued under the Placement announced by the Company on 21 December 2020. The Company is targeting to raise a maximum of A$2 million under the SPP.

The terms and conditions of the SPP ("Terms & Conditions") and an Application Form are annexed to this booklet. You should read each document in its entirety before deciding whether to participate in the SPP.

The SPP is not underwritten. Proceeds from the SPP will be used for the Company's ongoing initiatives, including:

• the further development and commercialisation of its current and future product pipeline in topical generics;
• working capital; and
• the costs of the Placement and SPP.

Eligibility

To be eligible to participate in the SPP, you must have been a holder of fully paid ordinary shares in the Company at 7.00pm (Melbourne time) on Friday 18 December 2020 ("Record Date") and shown on the share register to have an address in Australia or New Zealand ("Eligible Shareholder").

Your right to participate in the SPP is not transferrable. However, your participation in the SPP is optional and you may simply do nothing if you elect to not participate.

Advantages of Participation

The Directors see the following advantages for Eligible Shareholders in subscribing for New Shares under the SPP:

1. No brokerage, commission or transaction costs are payable on New Shares acquired under the SPP; and
2. The Offer Price will be at a 10% discount to the VWAP calculated over the 30 trading days up to and including Friday, 4 December 2020.

How to Apply

The SPP opens on Friday, 8 January 2021 (the "Opening Date") and closes on Friday, 29 January 2021 (the "Closing Date"), unless varied.

Each Eligible Shareholder may participate by completing an Application Form to subscribe for one of the following parcels of New Shares up to a maximum value of $30,000:

	Subscription
	Amount
Offer A:	$2,000.00
Offer B:	$5,000.00
Offer C:	$10,000.00
Offer D:	$15,000.00
Offer E:	$20,000.00
Offer F:	$30,000.00

The Directors reserve the right to reject or scale back any applications in their absolute discretion. The Company will return any application monies paid in relation to unsuccessful applications without interest.

To apply for New Shares you must:

1. read the enclosed Terms & Conditions;
2. complete the enclosed personalised Share Purchase Plan Application Form ("Application Form") and specify the total Application Monies for the New Shares (that is, the subscription amount attributed to your selected offer in the table above); and
3. (unless using BPay® as described below) send the completed Application Form, together with payment of the Application Monies via cheque made payable to Acrux Limited and crossed Not Negotiable, to the Company's share registry at:

Acrux Limited

C/- Link Market Services Limited

GPO Box 3560

Sydney NSW 2001

Application Forms must be received by the Company's share registry no later than 5:00pm (Melbourne time) on the Closing Date.

An electronic version of the SPP Booklet and your personalised Application Form is available for download online at http://investors.acrux.com.au/investor-centre/.Please follow prompts and instructions to access the SPP offer website to download.

Alternatively, you can use the BPay® facility as set out on the Application Form to pay the Application Monies. If you make a BPay® payment, you do not need to return the Application Form. New Zealand Shareholders with an Australian bank account can also use BPay®.

Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and should therefore take this into consideration when making payment to ensure it is received by the Company before 5:00pm (Melbourne time) on the Closing Date. You may also have your own limit on the amount that can be paid via BPay®. It is your responsibility to check that the amount you wish to pay via BPay® does not exceed your limit.

Eligible Shareholders are responsible for making sure that any BPay® payments are made in time to become cleared funds in the account before close of business on the Closing Date. Delays may be experienced such that a BPay® transfer on the Closing Date is unlikely to be cleared funds by close of business on the Closing Date.

The Company may elect to close the offer at any time or extend the Closing Date.

Please contact the Company Secretary Ms Deborah Ambrosini on 03 8379 0140 or via e-mail at [e-mail] you have any queries in relation to this Offer or how to participate in it.

If you have not already done so, I encourage you to visit our website at www.acrux.com.auand sign up for our email news to keep up to date with the developments of our projects.

Yours faithfully

Ross Dobinson

Chairman