ADHERIUM LIMITED — Capital/Financing Update 2019

Dec 10, 2019

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Adherium Limited Collins Square, Tower 4 Level 18, 727 Collins Street Melbourne VIC 3000 Australia

Level 11, 16 Kingston Street Auckland 1010 New Zealand

11 December 2019

Companies Announcements Office ASX Limited

Dear Sir/Madam

Notice under Section 708AA of the Corporations Act 2001 (Cth)

Adherium Limited ACN 605 352 510 ( Adherium or the Company ), (ASX code: ADR ) today announced a non-renounceable rights issue to 'Eligible Shareholders' on the basis of 1 new share ( New Share ) for every 1 share held as at the Record Date at an Issue Price of $0.03 to raise a minimum of $2.5 million and a maximum of $5.4 million before costs by the issue of approximately 180 million New Shares ( Rights Issue ).

Eligible shareholders are those shareholders who are, as at 5.00pm AEDT time on the Record Date (being 16 December 2019), registered with a registered address situated in Australia and New Zealand.

In accordance with section 708AA(2)(f) of the Corporations Act 2001 (Cth) ( the Act ), the Company gives notice that:

• (a) The New Shares will be offered for issue without disclosure to investors under Part 6D.2 of the Act;

• (b) This notice is given by the Company under section 708AA(2)(f) of the Act;

• (c) As at the date of this notice, the Company has complied with:

  • (i) the provisions of Chapter 2M of the Act as they apply to the Company; and

  • (ii) section 674 of the Act;

• (d) As at the date of this notice, there is no information:

  • (i) that has been excluded from a continuous disclosure notice in accordance with the Listing Rules of ASX; and

  • (ii) that investors and their professional advisers would reasonably require, and would reasonably expect to find in a disclosure document, for the purpose of making an informed assessment of:

    • (A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

  • (B) the rights and liabilities attaching to the New Shares.

• (e) The issue of the New Shares may affect the control of the Company.

Assuming that all the shares offered under the Rights Issue are subscribed, the effect of the Rights Issue on the total issued shares would be as follows:

Rights Issue on the total issued shares would be as follows:
Issued Shares	Shares
Total issued capital of the Company as at the Record Date	179,723,413
Number of Shares offered under the Rights Issue (assumingmaximum number of Shares are issued under the Rights Issue)	179,723,413
Total Issued Capital of the Company at completion of the RightsIssue	359,446,826

Investors should note the following:

• If particular eligible Shareholders do not take up all of their entitlements under the offer, the Share interests of those Shareholders will be diluted;

• The proportional interests of Shareholders with registered addresses outside Australia and New Zealand will be diluted because those Shareholders are not entitled to participate in the Rights Issue; and

• Should the Company's major Shareholders subscribe for their full entitlement under the Rights Issue, there will not be any material impact on the control of the Company following the issue of Shares under the Rights Issue.

Further details about the Rights Issue were announced on 11 December 2019.

For further information, please view our website (www.adherium.com/) or contact the Company at investors@adherium.com.

The release of this announcement was authorised by the Board of Adherium.

Yours faithfully

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Rob Turnbull Joint Company Secretary

Adherium Limited (ACN 605 352 510) Collins Square, Tower 4, Level 18, 727 Collins Street Melbourne VIC 3000 Australia

www.adherium.com | www.hailie.com | investors@adherium.com