Class Ruling CR 2026/21

What this ruling is about: 1. This Ruling sets out the income tax consequences for shareholders in AdvanCell Pty Limited (AdvanCell) who disposed of their shares in AdvanCell in exchange for shares in AdvanCell, Inc. (AdvanCell US) on 30 April 2026 (Exchange Date). 2. Details of this scheme are set out in paragraphs 23 to 33 of this Ruling. 3. All legislative references in this Ruling are to the Income Tax Assessment Act 1997, unless otherwise indicated. Who this Ruling applies to 4. This Ruling applies to you if: 5. This Ruling does not apply to anyone who is subject to the taxation of financial arrangements rules in Division 230 in relation to the scheme outlined in paragraphs 23 to 33 of this Ruling. Note: Division 230 will not apply to individuals unless they have made an election for it to apply. When this Ruling applies 6. This Ruling applies from 1 July 2025 to 30 June 2026. CGT event A1 happened on the disposal of your AdvanCell Pty Limited shares 7. CGT event A1 happened when you disposed of your AdvanCell Shares to AdvanCell US (subsection 104-10(1)). 8. The time of CGT event A1 was on the Exchange Date (paragraph 104-10(3)(a)). 9. The capital proceeds from CGT event A1 happening to each AdvanCell Share is the market value of the AdvanCell US Share you received in respect of your disposal of the AdvanCell Share (paragraph 116-20(1)(b)). The market value is worked out as at the time of CGT event A1 happening. 10. You made a capital gain from CGT event A1 happening if the capital proceeds from the disposal of your AdvanCell Share were more than the cost base of that share. You made a capital loss if the capital proceeds were less than the reduced cost base (subsection 104-10(4)). Availability of scrip for scrip roll-over 11. Subject to the qualification in paragraph 12 of this Ruling, if you made a capital gain from the disposal of your AdvanCell Share, you may choose to obtain scrip for scrip roll-over for the capital gain (sections 124-780 and 124-785). 12. Scrip for scrip roll-over cannot be chosen if any capital gain you might make from a replacement AdvanCell US Share would be disregarded, except because of a roll-over (paragraph 124-795(2)(a)). Consequences if you choose scrip for scrip roll-over Capital gain is disregarded on disposal of your AdvanCell Pty Limited shares 13. If you choose scrip for scrip roll-over, you disregard any capital gain from CGT event A1 happening in respect of the disposal of your AdvanCell Share (subsection 124-785(1)). Cost base and reduced cost base of AdvanCell, Inc. shares 14. If you choose scrip for scrip roll-over, the first element of the cost base and reduced cost base of each replacement AdvanCell US Share you received is worked out by reasonably attributing to it the cost base and reduced cost base of the corresponding AdvanCell Share for which it was exchanged and for which you obtained the roll-over (subsections 124-785(2) and (4)). 15. If all of the AdvanCell Shares within each class were acquired by you on the same date and they have identical rights and obligations, we accept that a reasonable method of attribution would be to calculate the first element of the cost base and reduced cost base (respectively) of each class of replacement AdvanCell US Share by dividing the total cost bases and total reduced cost bases (respectively) of each class of AdvanCell Share by the number of the equivalent replacement AdvanCell US Shares you received. Acquisition date of corresponding AdvanCell, Inc. shares 16. If you choose scrip for scrip roll-over, for the purposes of working out whether a future capital gain from the replacement AdvanCell US Share is a discount capital gain, the AdvanCell US Share you acquired in exchange for your AdvanCell Share is taken to have been acquired on the date you acquired, for capital gains tax purposes, the corresponding AdvanCell share involved in the roll-over (table item 2 of subsection 115-30(1)). Consequences if you do not choose scrip for scrip roll-over Capital gain is not disregarded on disposal of your AdvanCell Pty Limited shares 17. If you do not, or cannot, choose scrip for scrip roll-over, you must account for any capital gain or capital loss from CGT event A1 happening on the disposal of your AdvanCell Shares in working out your net capital gain or net capital loss for the income year in which CGT event A1 happened (sections 102-5 and 102-10). 18. If you make a capital gain where roll-over is not chosen, you can treat the capital gain as a discount capital gain if the conditions in Subdivision 115-A are met. In particular, the AdvanCell Shares you disposed of must have been acquired at least 12 months before the Exchange Date (section 115-25). Cost base and reduced cost base of corresponding AdvanCell, Inc. shares 19. If you do not, or cannot, choose scrip for scrip roll-over, the first element of the cost base and reduced cost base of your replacement AdvanCell US Shares is equal to the market value of the equivalent AdvanCell Shares you exchanged. The market value of your AdvanCell Shares is worked out at the time you acquired the replacement shares in AdvanCell US, which is on the Exchange Date (paragraph 110-25(2)(b) and subsection 110-55(2)). 20. We accept that you can apportion the total market value of your ordinary shares in AdvanCell (worked out as at the Exchange Date) across the total number of common stock in AdvanCell US you acquired on the Exchange Date (subsection 112-30(1)). Similarly, we accept the same approach can apply to series B Preferred stock or series C Preferred stock in AdvanCell US. Acquisition date of shares in AdvanCell, Inc. 21. If you do not, or cannot, choose scrip for scrip roll-over, the acquisition date of the AdvanCell US Shares is the date on which those shares were issued to you, being the Exchange Date (table item 2 of section 109-10). Foreign resident shareholders 22. If you were a foreign resident or the trustee of a foreign trust for CGT purposes (as defined in subsection 955-1(1)) that held AdvanCell Shares on the Exchange Date, and your AdvanCell Shares were not taxable Australian property for the purposes of subsection 855-10(1), you disregard any capital gain or capital loss made when CGT event A1 happened in relation to your AdvanCell share, unless you: 23. The following description of the scheme is based on information provided by the applicant. If the scheme is not carried out as described, this Ruling cannot be relied upon. 24. AdvanCell is a clinical stage radiopharmaceutical company and is not listed on the Australian Securities Exchange. AdvanCell is involved in research, development and manufacture of target alpha therapies for the treatment of cancer. Share exchange 25. On 13 February 2026, AdvanCell announced that it was proposing to implement a redomicile transaction which would involve a reorganisation to the United States of America (US), pursuant to which holders of shares in AdvanCell exchange those shares for equivalent shares in a new holding company incorporated in the US, being AdvanCell US, which is a Delaware C-Corporation. 26. On 30 April 2026, AdvanCell shareholders, AdvanCell and AdvanCell US entered into an Exchange Agreement which included AdvanCell shareholders exchanging each of their AdvanCell shares for newly issued shares in AdvanCell US. 27. The reorganisation involved the following steps: 28. A number of AdvanCell Shares to which eligible AdvanCell shareholders were entitled were held by the Nominee, an independent third-party trustee. The Nominee held these AdvanCell Shares on bare trust for each of the relevant AdvanCell shareholders (Beneficial Holders). In relation to Beneficial Holders, each Beneficial Holder: 29. AdvanCell US issued the relevant AdvanCell US Shares to the Nominee to hold bare registered title in the shares for the Beneficial Holders. 30. On the Exchange Date, being at the completion of the redomicile transaction: 31. There was no cash consideration involved in the exchange of shares. Other matters 32. As at the Exchange Date, AdvanCell was a proprietary company and had less than 300 shareholders 33. The sum of AdvanCell's assets which are taxable Australian real property does not exceed the sum of the market values of its assets that are not taxable Australian real property. Commissioner of Taxation 20 May 2026 © AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products).

Class of entities or scheme: 23. The following description of the scheme is based on information provided by the applicant. If the scheme is not carried out as described, this Ruling cannot be relied upon. 24. AdvanCell is a clinical stage radiopharmaceutical company and is not listed on the Australian Securities Exchange. AdvanCell is involved in research, development and manufacture of target alpha therapies for the treatment of cancer. | Share exchange: 25. On 13 February 2026, AdvanCell announced that it was proposing to implement a redomicile transaction which would involve a reorganisation to the United States of America (US), pursuant to which holders of shares in AdvanCell exchange those shares for equivalent shares in a new holding company incorporated in the US, being AdvanCell US, which is a Delaware C-Corporation. 26. On 30 April 2026, AdvanCell shareholders, AdvanCell and AdvanCell US entered into an Exchange Agreement which included AdvanCell shareholders exchanging each of their AdvanCell shares for newly issued shares in AdvanCell US. 27. The reorganisation involved the following steps: 28. A number of AdvanCell Shares to which eligible AdvanCell shareholders were entitled were held by the Nominee, an independent third-party trustee. The Nominee held these AdvanCell Shares on bare trust for each of the relevant AdvanCell shareholders (Beneficial Holders). In relation to Beneficial Holders, each Beneficial Holder: 29. AdvanCell US issued the relevant AdvanCell US Shares to the Nominee to hold bare registered title in the shares for the Beneficial Holders. 30. On the Exchange Date, being at the completion of the redomicile transaction: 31. There was no cash consideration involved in the exchange of shares. | Other matters: 32. As at the Exchange Date, AdvanCell was a proprietary company and had less than 300 shareholders 33. The sum of AdvanCell's assets which are taxable Australian real property does not exceed the sum of the market values of its assets that are not taxable Australian real property. Commissioner of Taxation 20 May 2026 © AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products).

Ruling: 1. This Ruling sets out the income tax consequences for shareholders in AdvanCell Pty Limited (AdvanCell) who disposed of their shares in AdvanCell in exchange for shares in AdvanCell, Inc. (AdvanCell US) on 30 April 2026 (Exchange Date). 2. Details of this scheme are set out in paragraphs 23 to 33 of this Ruling. 3. All legislative references in this Ruling are to the Income Tax Assessment Act 1997, unless otherwise indicated. | Who this Ruling applies to: 4. This Ruling applies to you if: 5. This Ruling does not apply to anyone who is subject to the taxation of financial arrangements rules in Division 230 in relation to the scheme outlined in paragraphs 23 to 33 of this Ruling. Note: Division 230 will not apply to individuals unless they have made an election for it to apply. | When this Ruling applies: 6. This Ruling applies from 1 July 2025 to 30 June 2026. | CGT event A1 happened on the disposal of your AdvanCell Pty Limited shares: 7. CGT event A1 happened when you disposed of your AdvanCell Shares to AdvanCell US (subsection 104-10(1)). 8. The time of CGT event A1 was on the Exchange Date (paragraph 104-10(3)(a)). 9. The capital proceeds from CGT event A1 happening to each AdvanCell Share is the market value of the AdvanCell US Share you received in respect of your disposal of the AdvanCell Share (paragraph 116-20(1)(b)). The market value is worked out as at the time of CGT event A1 happening. 10. You made a capital gain from CGT event A1 happening if the capital proceeds from the disposal of your AdvanCell Share were more than the cost base of that share. You made a capital loss if the capital proceeds were less than the reduced cost base (subsection 104-10(4)). | Availability of scrip for scrip roll-over: 11. Subject to the qualification in paragraph 12 of this Ruling, if you made a capital gain from the disposal of your AdvanCell Share, you may choose to obtain scrip for scrip roll-over for the capital gain (sections 124-780 and 124-785). 12. Scrip for scrip roll-over cannot be chosen if any capital gain you might make from a replacement AdvanCell US Share would be disregarded, except because of a roll-over (paragraph 124-795(2)(a)). | Capital gain is disregarded on disposal of your AdvanCell Pty Limited shares: 13. If you choose scrip for scrip roll-over, you disregard any capital gain from CGT event A1 happening in respect of the disposal of your AdvanCell Share (subsection 124-785(1)). | Cost base and reduced cost base of AdvanCell, Inc. shares: 14. If you choose scrip for scrip roll-over, the first element of the cost base and reduced cost base of each replacement AdvanCell US Share you received is worked out by reasonably attributing to it the cost base and reduced cost base of the corresponding AdvanCell Share for which it was exchanged and for which you obtained the roll-over (subsections 124-785(2) and (4)). 15. If all of the AdvanCell Shares within each class were acquired by you on the same date and they have identical rights and obligations, we accept that a reasonable method of attribution would be to calculate the first element of the cost base and reduced cost base (respectively) of each class of replacement AdvanCell US Share by dividing the total cost bases and total reduced cost bases (respectively) of each class of AdvanCell Share by the number of the equivalent replacement AdvanCell US Shares you received. | Acquisition date of corresponding AdvanCell, Inc. shares: 16. If you choose scrip for scrip roll-over, for the purposes of working out whether a future capital gain from the replacement AdvanCell US Share is a discount capital gain, the AdvanCell US Share you acquired in exchange for your AdvanCell Share is taken to have been acquired on the date you acquired, for capital gains tax purposes, the corresponding AdvanCell share involved in the roll-over (table item 2 of subsection 115-30(1)). | Capital gain is not disregarded on disposal of your AdvanCell Pty Limited shares: 17. If you do not, or cannot, choose scrip for scrip roll-over, you must account for any capital gain or capital loss from CGT event A1 happening on the disposal of your AdvanCell Shares in working out your net capital gain or net capital loss for the income year in which CGT event A1 happened (sections 102-5 and 102-10). 18. If you make a capital gain where roll-over is not chosen, you can treat the capital gain as a discount capital gain if the conditions in Subdivision 115-A are met. In particular, the AdvanCell Shares you disposed of must have been acquired at least 12 months before the Exchange Date (section 115-25). | Cost base and reduced cost base of corresponding AdvanCell, Inc. shares: 19. If you do not, or cannot, choose scrip for scrip roll-over, the first element of the cost base and reduced cost base of your replacement AdvanCell US Shares is equal to the market value of the equivalent AdvanCell Shares you exchanged. The market value of your AdvanCell Shares is worked out at the time you acquired the replacement shares in AdvanCell US, which is on the Exchange Date (paragraph 110-25(2)(b) and subsection 110-55(2)). 20. We accept that you can apportion the total market value of your ordinary shares in AdvanCell (worked out as at the Exchange Date) across the total number of common stock in AdvanCell US you acquired on the Exchange Date (subsection 112-30(1)). Similarly, we accept the same approach can apply to series B Preferred stock or series C Preferred stock in AdvanCell US. | Acquisition date of shares in AdvanCell, Inc: 21. If you do not, or cannot, choose scrip for scrip roll-over, the acquisition date of the AdvanCell US Shares is the date on which those shares were issued to you, being the Exchange Date (table item 2 of section 109-10). | Foreign resident shareholders: 22. If you were a foreign resident or the trustee of a foreign trust for CGT purposes (as defined in subsection 955-1(1)) that held AdvanCell Shares on the Exchange Date, and your AdvanCell Shares were not taxable Australian property for the purposes of subsection 855-10(1), you disregard any capital gain or capital loss made when CGT event A1 happened in relation to your AdvanCell share, unless you: 23. The following description of the scheme is based on information provided by the applicant. If the scheme is not carried out as described, this Ruling cannot be relied upon. 24. AdvanCell is a clinical stage radiopharmaceutical company and is not listed on the Australian Securities Exchange. AdvanCell is involved in research, development and manufacture of target alpha therapies for the treatment of cancer. | Share exchange: 25. On 13 February 2026, AdvanCell announced that it was proposing to implement a redomicile transaction which would involve a reorganisation to the United States of America (US), pursuant to which holders of shares in AdvanCell exchange those shares for equivalent shares in a new holding company incorporated in the US, being AdvanCell US, which is a Delaware C-Corporation. 26. On 30 April 2026, AdvanCell shareholders, AdvanCell and AdvanCell US entered into an Exchange Agreement which included AdvanCell shareholders exchanging each of their AdvanCell shares for newly issued shares in AdvanCell US. 27. The reorganisation involved the following steps: 28. A number of AdvanCell Shares to which eligible AdvanCell shareholders were entitled were held by the Nominee, an independent third-party trustee. The Nominee held these AdvanCell Shares on bare trust for each of the relevant AdvanCell shareholders (Beneficial Holders). In relation to Beneficial Holders, each Beneficial Holder: 29. AdvanCell US issued the relevant AdvanCell US Shares to the Nominee to hold bare registered title in the shares for the Beneficial Holders. 30. On the Exchange Date, being at the completion of the redomicile transaction: 31. There was no cash consideration involved in the exchange of shares. | Other matters: 32. As at the Exchange Date, AdvanCell was a proprietary company and had less than 300 shareholders 33. The sum of AdvanCell's assets which are taxable Australian real property does not exceed the sum of the market values of its assets that are not taxable Australian real property. Commissioner of Taxation 20 May 2026 © AUSTRALIAN TAXATION OFFICE FOR THE COMMONWEALTH OF AUSTRALIA You are free to copy, adapt, modify, transmit and distribute this material as you wish (but not in any way that suggests the ATO or the Commonwealth endorses you or any of your services or products).




What this Ruling is about | If this Ruling applies to you, and you correctly rely on it, we will apply the law to you in the way set out in this Ruling. That is, you will not pay any more tax or penalties or interest in respect of the matters covered by this Ruling.


Legislative references: ITAA 1997 102-5 ITAA 1997 102-10 ITAA 1997 104-10(1) ITAA 1997 104-10(3)(a) ITAA 1997 104-10(4) ITAA 1997 104-165(3) ITAA 1997 106-50 ITAA 1997 109-10 ITAA 1997 110-25(2)(b) ITAA 1997 110-55(2) ITAA 1997 115-25 ITAA 1997 115-30(1) ITAA 1997 116-20(1)(b) ITAA 1997 Subdiv 115-A ITAA 1997 Subdiv 124-M ITAA 1997 124-780 ITAA 1997 124-785 ITAA 1997 124-785(1) ITAA 1997 124-785(2) ITAA 1997 124-785(4) ITAA 1997 124-795(2)(a) ITAA 1997 Div 230 ITAA 1997 855-10(1) ITAA 1997 855-15 ITAA 1997 955-1(1) ITAA 1997 977-50 ITAA 1997 995-1(1)