Analytica : Replacement Prospectus

P E R I C O A C H‌‌‌

ASX ANNOUNCEMENT‌‌‌‌‌‌‌‌‌‌‌

Replacement Prospectus

ANALYTICA LTD - ABN 12 006 464 866

26 September 2017: Analytica Limited (Company) advises that the attached replacement prospectus has been lodged with the Australian Securities and Investments Commission (ASIC) in respect of its 1 for 8 renounceable entitlement offer with attaching options (Replacement Prospectus).‌‌

This Replacement Prospectus replaces the original prospectus lodged by the Company with ASIC and ASX on 18 September 2017.

The Replacement Prospectus and an accompanying personalised Entitlement & Acceptance Form, will be despatched to eligible shareholders today.‌

For more information, please contact: investorrelations@analyticamedical.com‌

For more information about the PeriCoach System, visit: www.PeriCoach.com For more information about Analytica, visit www.AnalyticaMedical.com Follow us on:‌‌‌‌‌

About Analytica Limited‌‌‌‌

Analytica's lead product is the PeriCoach® System - an e-health treatment system for women who suffer Stress Urinary Incontinence. This affects 1 in 3 women worldwide and is mostly caused by trauma to the pelvic floor muscles as a result of pregnancy, childbirth and menopause.‌‌‌‌‌‌

PeriCoach comprises a device, web portal and smartphone app. The device evaluates activity in pelvic floor muscles. This information is transmitted to a smartphone app and can be loaded to a cloud database where physicians can monitor patient progress via web portal. This novel system enables physicians to remotely determine if a woman is performing her pelvic floor exercises and if these are improving her condition. Strengthening of the pelvic floor muscles can also potentially improve sexual sensation or satisfaction and orgasm potential in some women.‌‌‌‌

PeriCoach has regulatory clearance in Australia, and has CE mark and USFDA 510(k) clearance. The product is available for sale from pericoach.com in Australia and New Zealand, UK and Ireland, and in the USA.‌‌

GPO Box 670 Brisbane 4001 QLD Australia | t +61 7 3278 1950 www.pericoach.com www.analyticamedical.com

In relation to

• 1 New Share for every 8 Shares held at the Record Date, at an Offer Price of 0.5 cents per New Share, plus
• for every 1 New Share allotted:
  • January Options - 1 Option expiring on 31 January 2018 and exercisable at 0.5 cents; and
  • May Options - 1 Option expiring on 31 May 2018 and exercisable at 0.5 cents

This Prospectus is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act 2001 (Cth). If you are an Eligible Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. If, after reading this Prospectus, you have any questions about the securities being offered under this Prospectus, you should contact your stockbroker, accountant or other professional adviser.

1. Details of the Entitlement Offer and Shortfall Offer 9
2. How to participate in the Entitlement Offer and Shortfall Offer 15
3. Effect of the Entitlement Offer on the Company 19
4. Risk factors 24
5. Rights attaching to securities 28
6. Additional information 32
7. Glossary 38

This Prospectus is dated 26 September 2017 and was lodged with ASIC on that date. It is a replacement prospectus which replaces the prospectus dated 18 September 2017 and lodged with ASIC on that date (Original Prospectus). This Prospectus differs from the Original Prospectus. The changes include further details on shareholder intentions and the potential control and dilution implications of the offer in sections 3.4, 3.5, 3.6. The use of funds in section 1.16 has been clarified and there is further disclosure on the potential dilutionary risk in section 4.2(a). The pro-forma balance sheet in section 3.6 has been updated to include cash expenditure for the period 1 July 2017 to 21 September 2017.

Neither ASIC nor ASX takes any responsibility for the content of this Prospectus or the merits of the investment to which it relates. The Entitlement Offer is made only to Eligible Shareholders with registered addresses in Australia and New Zealand, on the Record Date. This Prospectus does not constitute an offer in any place in which or to persons to whom it would not be lawful to make such an offer. In particular, this Prospectus does not constitute an offer to Ineligible Shareholders.

No New Shares or Attaching Options will be issued on the basis of this Prospectus after the expiry date, which is 13 months after the date of this Prospectus. This is a Prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) of the Company and has been prepared in accordance with section 713 of the Corporations Act. Accordingly, this Prospectus does not contain the same level of disclosure as an initial public offer prospectus.

No exposure period applies to this Prospectus by operation of ASIC Corporations (Exposure Period) Instrument 2016/74. No person is authorised to give any information or make any representation in connection with any offer which is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company or the Directors.

You should read this Prospectus in its entirety before deciding to complete and lodge an Entitlement and Acceptance Form and, in particular, in considering the prospects of the Company, you should consider the risk factors that could affect the Company's financial performance. You should consider these factors in the light of your personal circumstances (including financial and taxation issues). The key risk factors that should be considered by potential investors are outlined in section 4 of this Prospectus. If you have any questions, you should seek professional advice from your stockbroker, accountant or other professional adviser before deciding to invest in New Shares or Attaching Options.

Various risks may affect the future operating and financial performance of the Company and the value of an investment in the Company. Some of these risks are listed in section 4 of this Prospectus. The potential tax effects of participating in the Entitlement Offer will vary between investors. All investors should satisfy themselves of any possible tax consequences by consulting their own professional tax advisers.

The information provided in this Prospectus is not investment advice and has been prepared without taking into account your investment objectives, financial situation or particular needs (including financial and taxation issues). It is important that you read and consider the information in this Prospectus in full before deciding to invest in New Shares and consider the risks that could affect the performance of the Company.

This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any 'US person' (as defined in Regulation S under the US Securities Act of 1933, as amended (US Person)). Shares may not be offered or sold in the United States or to, or for the account or benefit of, any US Person absent registration or an exemption from registration. This Prospectus has been prepared for publication only in Australia and New Zealand and may not be released elsewhere.

Certain terms and abbreviations used in this Prospectus have defined meanings as set out in the glossary in section 7 of this Prospectus. All financial amounts shown in this Prospectus are expressed in Australian dollars unless otherwise stated.