Antisense Therapeutics : Prospectus

Antisense Therapeutics Limited

ACN 095 060 745

Prospectus

For the issue of up to 33,439,699 free New Options with an exercise price of $0.48 to Eligible Shareholders on the basis of 1 New Option for every 20 Shares held on the Record Date.

IMPORTANT NOTICE

This Prospectus is a transaction specific prospectus issued in accordance with section 713 of the Corporations Act. This is an important document that should be read in its entirety. You should read this Prospectus in its entirety.

This Prospectus is not for release to US wire services nor distribution in the United States or elsewhere outside Australia, New Zealand, Singapore and Hong Kong.

TABLE OF CONTENTS

IMPORTANT INFORMATION 3

CHAIR'S LETTER6

KEY DATES7

1.	INVESTMENT OVERVIEW	8
2.	DETAILS OF THE OFFER	10
3.	PURPOSE AND EFFECT OF THE OFFER	17
4.	RISK FACTORS	20
5.	ADDITIONAL INFORMATION	25
6.	DIRECTORS' AUTHORISATION	34
7.	DEFINITIONS	35
37
2

CORPORATE DIRECTORY

IMPORTANT INFORMATION

General

This Prospectus relates to the Antisense Therapeutics Limited ACN 095 060 745 (ANP or Company) Offer under which the Company will offer New Options. This Prospectus is dated 12 April 2022 and a copy has been lodged with ASIC. The expiry date of this Prospectus is 11 May 2023. No New Options will be issued on the basis of this Prospectus after the expiry date.

The Company will not apply for quotation of the New Options on ASX. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus nor for the merits of the investment to which this Prospectus relates.

In preparing this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and their professional advisers. This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. Section 713 allows the issue of a more concise prospectus in relation to an offer of continuously quoted securities. This Prospectus does not include all information that would be included in a prospectus for an initial public offering.

This Prospectus is important and requires your immediate attention. You should read the entire Prospectus carefully before deciding whether to invest in the New Options under the Offer. In particular you should consider the risk factors that could affect the performance of ANP or the value of an investment in ANP, some of which are outlined in Section 4. However, the information provided in this Prospectus is not investment advice or financial product advice and has been prepared without taking into account your individual investment objectives, financial situation, tax position or particular needs. Before deciding whether to apply for New Options under the Offer, you should consider whether they are a suitable investment for you in light of your own investment objectives, financial situation, tax position and particular needs and having regard to the merits and risks involved. If, after reading this Prospectus, you have any questions about the Offer you should contact your stockbroker,solicitor, accountant and/or other professional financial adviser. The Company is not licensed to provide financial product advice in relation to the New Options or any other financial products. No cooling off regime applies to the acquisition of New Options under this Prospectus.

The past performance of the price of the Company's Shares or other securities of the Company provides no guidance or indication as to the value of the New Options or how the price of the Shares will perform in the future.

The right to participate in the Offer is not transferable. Please carefully read and follow the instructions in this Prospectus.

Prospectus availability

Eligible Shareholders will receive a copy of this Prospectus. Eligible Shareholders can obtain a copy of this Prospectus during the Offer Period (free of charge) from the Company's website athttps://www.antisense.com.au/asx-announcements/. Eligible Shareholders who access the electronic version of this Prospectus on ANP's website should ensure they download and read the entire Prospectus.

Any references to documents located on the Company's website are provided for convenience only, and none of the documents or other information on the Company's website are incorporated by reference into this Prospectus.

Target market determination

In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of New Options issued under this Prospectus. The Company will only distribute this Prospectus to those investors who fall within the target market determination as set out on the Company's website athttps://www.antisense.com.au.

New Zealand

The New Options are not being offered or sold to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the offer of the New Options is being made in reliance on the Financial Markets Conduct

(Incidental Offers) Exemption Notice 2016. The Company is issuing the New Options to existing Shareholders of the Company for no consideration.

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013.

requirements of the US Securities Act and applicable US state securities laws.

The Offer is not being extended to any Shareholder outside Australia, New Zealand, Singapore and Hong Kong. For details of restrictions that apply to the New Options in New Zealand, Singapore and Hong Kong, please refer to Section 2.15.

This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

Other jurisdictions

The Offer does not constitute an offer to sell, or the solicitation of any offer to buy, any securities in the United States (or to any person acting for the account or benefit of a person in the United States), or in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

No action has been taken to register or qualify the Offer, or otherwise permit an offering of the New Options, in any jurisdiction other than Australia, New Zealand, Singapore or Hong Kong.

The distribution of this Prospectus (including an electronic copy) outside Australia may be restricted by law. If you come into possession of this Prospectus, you should observe any such restrictions, particularly restrictions on the distribution of the Prospectus to persons outside Australia, New Zealand, Singapore and Hong Kong. Any failure to comply with such restrictions may contravene applicable securities laws. The Company disclaims all liability to such persons.

By receiving the New Options, you will be taken to have given the representations and warranties set out in Section 2.9 and represented and warranted that there has been no breach of such laws and that all necessary approvals and consents have been obtained.

The New Options have not been, and will not be, registered under the US Securities Act, or the securities laws of any state or other jurisdiction in the United States. The New Options may not be offered, sold or resold in the United States or to, or for the account or benefit of, a person in the United States, except in a transaction exempt from, or not subject to, the registration

Future performance and forward-looking statements

The pro forma financial information provided in this Prospectus is for illustrative purposes only and does not represent a forecast or expectation by the Company as to its future financial condition and/or performance. In particular, certain pro forma financial information and certain other qualitative assessments by ANP in this Prospectus assume that proceeds of the Offer were received by the Company on the relevant settlement dates under the Offer.

This Prospectus contains forward-looking statements, including statements containing such words as "anticipate", "estimates", "should", "will", "expects", "plans" or similar expressions. These forward-looking statements are, despite being based on ANP's current expectations about future events and on assumptions for which the Directors consider they have reasonable grounds, subject to known and unknown risks and uncertainties, many of which are outside the control of the Company and its Directors. These known and unknown risks and uncertainties could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions include but are not limited to the risks outlined in Section 4. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements in this Prospectus. In addition, except as required by law, and then only to the extent required by law, neither the Company nor any other person warrants the future performance of the Company, the future performance of the Shares, the correctness of the assumptions underlying any forecast financial information or any return on any investment made by you under this Prospectus.

The Company and its Directors, officers and employees disclaim any responsibility to update any risk factors or publicly announce the result of

any revisions to the forward-looking statements contained in this Prospectus to reflect future developments or events, other than where required to do so by the Corporations Act or the ASX Listing Rules.

No person is authorised to give any information or to make any representation in relation to the Offer which is not contained in this Prospectus and any such information may not be relied on as having been authorised by the Directors.

Electronic Prospectus

Enquiries

In addition to issuing the Prospectus in printed form, a read-only version of the Prospectus is also available on the Company's website athttps://www.antisense.com.au/asx-announcements/. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia. Any person may obtain a hard copy of this Prospectus by contacting the Company prior to the Closing Date.

Risk factors

Potential investors should read the entire Prospectus. In considering the prospects for the Company, potential investors should consider the assumptions underlying the prospective financial information and the risk factors that could affect the performance of the Company. Potential investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and seek professional advice from a stockbroker, accountant or other independent financial adviser. No person named in this Prospectus, nor any other person, guarantees the performance of the Company, the repayment of capital by the Company or the payment of a return on the New Options or Shares issued as a result of exercise of the New Options.

Publicly available information

Information about the Company is publicly available and can be obtained from ASIC and ASX (including ASX's websitewww.asx.com.au). The contents of any website or ASIC or ASX filing by the Company are not incorporated into this Prospectus and do not constitute part of the Offer. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX. Investors should therefore have regard to the other publicly available information in relation to the Company.

Phone the Offer Information Line: 1300 737 760 (within Australia) [phone] (outside Australia) between 8.15am and 5.30pm (Sydney time) Monday to Friday during the Offer Period.

If you have questions about the Offer, please contact your solicitor, stockbroker, accountant and/or other professional financial adviser.

Interpretation

A number of terms and abbreviations used in this Prospectus have defined meanings which are set out in Section 7.

All references in this Prospectus to $, AUD or dollars are references to Australian currency, unless otherwise stated.

Unless otherwise stated, all references to time in this Prospectus relate to the time in Melbourne, Australia.