The Prospectus dated 13 November 2023 (Prospectus) and Supplementary Prospectus dated 22 November 2023 (Supplementary Prospectus) accessible at this website is issued by Wellnex Life Limited (Wellnex or Company). 

The Prospectus, together with the Supplementary Prospectus, contains details of a pro-rata non-renounceable entitlement offer of fully paid ordinary Wellnex shares (Shares), under which eligible Wellnex shareholders, being shareholders who hold Shares on the record date of 7.00pm (AEDT) on Thursday, 16 November 2023 (Record Date) with a registered address in Australia or New Zealand, are entitled to subscribe for 1 new Share for every 1 Share held on the Record Date, at an issue price of $0.028 per Share, together with 1 attaching option to acquire a Share in the Company (Option) (exercisable at $0.05 and expiring 30 June 2025) for every 3 Shares subscribed for under the offer (Entitlement Offer).  Neither ASIC nor ASX Limited takes any responsibility for the content of the Prospectus or Supplementary Prospectus, or for the merits of the investment to which the Prospectus and Supplementary Prospectus relate.

Before downloading, printing or viewing any of the documents on this website, including the Prospectus or Supplementary Prospectus, you must carefully read the terms set out in this notice. By accessing the documents on this website, you warrant and agree that you have read, understood and accept the terms set out in this notice. 

Access to this website is only available to residents of Australia from within Australia. In order to access this website, you must provide the state (or territory) and postcode of your primary residential address within Australia or New Zealand.

By proceeding, you confirm that you are a resident of Australia accessing this website from within Australia or New Zealand, and you represent, warrant and agree that:

• You are not a “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933) nor are you acting for the account or benefit of a U.S. person;
• the state (or territory) and postcode provided by you for our primary residence in Australia or New Zealand is true and accurate;
• you will not make a copy of the documents on this website available to, or distribute a copy of the documents to, or for the account or benefit of, any person in the United States or in any other place in which, or to any other person to whom, it would be unlawful to do so (ineligible Persons);
• you are not acting as a nominee for, or otherwise for the account or benefit of, any Ineligible Persons; and
• you and each person on whose account you are acting acknowledge that the securities described on the following pages have not been and will not be, registered under the US Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction in the United States and accordingly, the securities may not be offered, sold or otherwise transferred except in accordance with an available exemption from such registration.

The Prospectus, together with the Supplementary Prospectus, is a “transaction specific prospectus” to which the special content rules under section 713 of the Corporations Act 2001 (Cth) apply. Section 713 allows the issue of a more concise prospectus in relation to an offer of securities in a class of securities which has been continuously quoted by the Australian Securities Exchange (ASX) in the three months prior to the date of the prospectus. In general terms, “transaction specific prospectuses” are only required to contain information in relation to the effect of the offer on the company and the rights and liabilities attaching to the securities offered. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

The Prospectus, together with the Supplementary Prospectus, is therefore intended to be read in conjunction with the publicly available information in relation to the Company which has been disclosed to ASX. The Prospectus and Supplementary Prospectus contain information only to the extent to which it is reasonable for investors and their professional advisers to expect to find the information in the Prospectus and Supplementary Prospectus. The Prospectus and Supplementary Prospectus do not contain the same level of disclosure as a prospectus for an initial public offering.

The Prospectus, together with the Supplementary Prospectus, does not constitute an offer in any place where, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register the documents on this website, the Entitlement Offer or the Shares or Options issued under the Entitlement Offer, in any jurisdiction other than Australia.

In accordance with the design and distribution obligations under the Corporations Act, Wellnex has determined the target market for the attaching Options to be issued under the Entitlement Offer. Wellnex has prepared a target market determination (TMD) that explains the target market, the distribution conditions and information related to reviewing and monitoring conduct in relation to the target market determination. The TMD is available on the Company’s website and can be accessed at the following link: Target Market Determination (TMD) statement. 

You must read the information set in the TMD before you attempt to access the electronic version of the Prospectus and Supplementary Prospectus through this website. By making an application under the Entitlement Offer, you are taken to have warranted that you have read and understood the TMD and that you fall within the target market set out in the TMD.

The distribution of the documents on this website (including the Prospectus and Supplementary Prospectus) outside Australia or New Zealand may be restricted by law. If you come into possession of the documents on this website (including the Prospectus or Supplementary Prospectus), you should observe any such restrictions and should seek your own advice on those restrictions. Any failure to comply with such restrictions may contravene applicable securities laws. The return of a duly completed Entitlement and Acceptance Form or making of the application payment for Shares will be taken by Wellnex to constitute a representation and a warranty made by the applicant to Wellnex that there has been no breach of such laws and that all necessary approvals and consents have been obtained.

None of the Prospectus, Supplementary Prospectus, Shares or the Options have been, or will be, registered under the United States Securities Act of 1933, as amended (US Securities Act) or the securities laws of any state or other jurisdiction of the United States. The Shares and the Options may not be offered, sold or resold in the United States or to, or for the account or benefit of, a US Person. The Prospectus, together with the Supplementary Prospectus, does not constitute an offer of Shares or Options in the United States or to any US Persons, or to any person acting for the account or benefit of a US Person.

The Prospectus, together with the Supplementary Prospectus, is important and should be read in its entirety before deciding to participate in the Entitlement Offer. The information contained in, or accompanying, the Prospectus and Supplementary Prospectus is not investment or financial product advice or a recommendation that the securities offered are suitable for you. The Prospectus and Supplementary Prospectus do not take into account your investment objectives, or your financial or taxation, or other particular needs. Before making any investment in Wellnex, you should consider whether such an investment is appropriate to your particular needs. You should also consider your individual risk profile for speculative investments, investment objectives and individual financial circumstances. Some of the risk factors that should be considered by potential investors are outlined in Part D of the Prospectus, and the Supplementary Prospectus. 

You should ensure that any copy of the Prospectus or Supplementary Prospectus you view or print is complete. To the extent permitted by law, Wellnex is not liable for any loss incurred from accessing or downloading the Prospectus or Supplementary Prospectus from this website, including, but not limited to, data corruption on download.

The information on this website does not form part of the Prospectus or Supplementary Prospectus. The information on this website is provided for information purposes only and subject to change without notice. Nothing contained on this website, in the Prospectus or in the Supplementary Prospectus, constitutes investment, legal, business, taxation or other advice. The information on this website and in the Prospectus and Supplementary Prospectus do not take into account your investment objectives, financial situation or particular needs.

If you have any questions, you should seek advice from your stockbroker, accountant or other independent professional adviser.

Reach Markets is assisting with the distribution of the Entitlement Offer and can be contacted by phone on 03 8080 5975 (within Australia), or +61 3 8080 5975 (outside Australia) or at [email protected]