ADHERIUM LIMITED — Capital/Financing Update 2020

Oct 27, 2020

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28 October 2020

Companies Announcements Office ASX Limited

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

Level 11, 16 Kingston Street Auckland 1010 New Zealand

Dear Sir/Madam

On 26 October 2020 Adherium Limited ACN 605 352 510 ( ADR or Company ) lodged an Appendix 3G in relation to the issue of secured convertible notes. That Appendix 3G omitted certain previously issued options approved by shareholders from section 5.1 Unquoted Securities on Issue. The attached Appendix 3G sets out the corrected position.

As of today, the Company’s issued capital comprises:

Security code and description	Number on issue
ADR fully paid ordinary shares	678,534,060
ADR options ADR Secured Convertible Notes	• 217,214 exercisable at $0.134039 expiring 30 November 2020 • 542,952 exercisable at $0.134039 expiring 16 December 2020 • 1,039,428 exercisable at $0.134039 expiring 1 January 2021 • 259,857 exercisable at $0.134039 expiring 24 March 2021 • 3,000,000 exercisable at $0.04 expiring 7 August 2021 • 83,333,333 exercisable at $0.06 expiring 17 February 2022 • 173,238 exercisable at $0.134039 expiring 31 March 2022 • 27,519,467 exercisable at $0.0219 expiring 29 January 2027 • 20,000,000 exercisable at $0.04 expiring 14 April 2027 • 4,500,000 exercisable at $0.04 expiring 22 October 2027 • 3,000 $1,000 Secured Convertible Notes maturing 25 October 2022

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

+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity +securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Question no	Question	Answer
1.1	*Name of entity We (the entity here named) give notice of the issue, conversion or payment up of the following unquoted +securities.	Adherium Limited
1.2	*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ACN 605 352 510
1.3	*ASX issuer code	ADR
1.4	*This announcement is Tick whichever is applicable.	☒A new announcement ☐An update/amendment to a previous announcement ☐A cancellation of a previous announcement
1.4a	*Reason for update Mandatory only if “Update” ticked in Q1.4 above. A reason must be provided for an update.	N/A
1.4b	*Date of previous announcement to this update Mandatory only if “Update” ticked in Q1.4 above.	N/A
1.4c	*Reason for cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.	N/A
1.4d	*Date of previous announcement to this cancellation Mandatory only if “Cancellation” ticked in Q1.4 above.	N/A
1.5	*Date of this announcement	26 October 2020

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

Part 2 – Type of issue

Part 2 –	Type of issue	Appendix 3G Notification of issue, conversion or payment up of equity +securities
Question No.	Question	Answer
2.1	*The +securities the subject of this notification are: Select whichever item is applicable. If you wish to notify ASX of different types of issues of securities, please complete a separate Appendix 3G for each type of issue.	☐+Securities issued as a result of options being exercised or other +convertible +securities being converted and that are not to be quoted on ASX ☐Partly paid +securities that have been fully paid up and that are not to be quoted on ASX ☐+Securities issued under an +employee incentive scheme that are not being immediately quoted on ASX ☒Other [please specify] If you have selected ‘other’ please provide the circumstances of the issue here: Issue of 3,000 $1,000 Secured Convertible Notes
2.2a.1	Please state the number and type of options that were exercised or other +convertible securities that were converted (including their ASX security code if available)? Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”.	N/A
2.2a.2	And the date the options were exercised or other +convertible securities were converted: Answer this question if your response to Q2.1 is “securities issued as a result of options being exercised or other convertible securities being converted and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the options was exercised or convertible securities was converted.	N/A
2.2b.1	Please state the number and type of partly paid +securities that were fully paid up (including their ASX security code if available)? Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”.	N/A
2.2b.2	And the date the+securities were fully paid up: Answer this question if your response to Q2.1 is “partly paid securities that have been paid up and that are not to be quoted on ASX”. Note: If this occurred over a range of dates, enter the date the last of the securities was fully paid up.	N/A

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

				Appendix 3G Notification of issue, conversion or payment up of equity +securities	Appendix 3G Notification of issue, conversion or payment up of equity +securities
2.2c.1		Please state the number and type of +securities (including their ASX security code) issued under an +employee incentive scheme that are not being immediately quoted on ASX Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		N/A
2.2c.2		*Please attach a document or provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		N/A
2.2c.3		*Are any of these +securities being issued to +key management personnel (KMP) or an +associate Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.		N/A
2.2c.3.a		*Provide details of the recipients and the number of +securities issued to each of them. Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX” and your response to Q2.2c.3 is “Yes”. Repeat the detail in the table below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP, insert the name of the associate in “Name of registered holder”. Name of KMP Name of registered holder Number of +securities
		insert the name of the associate in “Name of registered holder”.
		Name of KMP	Name of registered holder		Number of +securities
2.2d.1		*The purpose(s) for which the entity is issuing the +securities is: Answer this question if your response to Q2.1 is “Other”. You may select one or more of the items in the list.		☒To raise additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details:
2.2d.2		Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including (if applicable) why the issue of the +securities has not been previously announced to the market in an Appendix 3B You must answer this question if your response to Q2.1 is “Other”. If there is no other information to provide, please answer “Not applicable” or “N/A”.		N/A

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

2.3	*The +securities being issued are: Tick whichever is applicable	☐Additional +securities in an existing unquoted class that is already recorded by ASX ("existing class") ☒New +securities in an unquoted class that is not yet recorded by ASX ("new class")

Part 3A – number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is “existing class”.

Question No.	Question	Answer
3A.1	*ASX security code & description	N/A
3A.2	*Number of +securities being issued
3A.3a	*Will the +securities being issued rank equally in all respects from their issue date with the existing issued +securities in that class?
3A.3b	*Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3A.3a is “No”.
3A.3c	*Provide the actual non-ranking end date Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “Yes”.
3A.3d	*Provide the estimated non-ranking end period Answer this question if your response to Q3A.3a is “No” and your response to Q3A.3b is “No”.
3A.3e	*Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3A.3a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.

Part 3B – number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is “new class”.

Question No.	Question	Answer
3B.1	*Security description	2020 Secured Convertible Notes

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

		Appendix 3G Notification of issue, conversion or payment up of equity +securities
3B.2	*Security type Select one item from the list that best describes the securities the subject of this form. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non- convertible debt securities”. Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued.	☐Ordinary fully or partly paid shares/units ☐Options ☒+Convertible debt securities ☐Non-convertible +debt securities ☐Redeemable preference shares/units ☐Other
3B.3	ISIN code Answer this question if you are an entity incorporated outside Australia and you are issuing a new class of securities other than CDIs. See also the note at the top of this form.	N/A
3B.4	*Number of +securities being issued	3,000 $1,000 Secured Convertible Notes
3B.5a	*Will all the +securities issued in this class rank equally in all respects from the issue date?	Yes
3B.5b	*Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q3B.5a is “No”.	N/A
3B.5c	*Provide the actual non-ranking end date Answer this question if your response to Q3B.5a is “No” and your response to Q3B.5b is “Yes”.	N/A
3B.5d	*Provide the estimated non-ranking end period Answer this question if your response to Q3B.5a is “No” and your response to Q3B.5b is “No”.	N/A
3B.5e	*Please state the extent to which the +securities do not rank equally: •in relation to the next dividend, distribution or interest payment; or •for any other reason Answer this question if your response to Q3B.5a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.	N/A
3B.6	Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued You may cross reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform.	Attached

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

			Appendix 3G Notification of issue, conversion or payment up of equity +securities
3B.7	*Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable.		Yes
3B.8a	Ordinary fully or partly paid shares/units Answer the questions in this section if you selected this	details security type in your response to Question 3B.2.
	*+Security currency This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared.	N/A
	*Will there be CDIs issued over the +securities?
	*CDI ratio Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).
	*Is it a partly paid class of +security?
	*Paid up amount: unpaid amount Answer this question if answered “Yes” to the previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’. The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD).
	*Is it a stapled +security? This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading.
3B.8b	Option details Answer the questions in this section if you selected this	security type in your response to Question 3B.2.
	*+Security currency This is the currency in which the exercise price is payable.	N/A
	*Exercise price The price at which each option can be exercised and convert into the underlying security. If there is no exercise price please answer as $0.00. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD).
	*Expiry date The date on which the options expire or terminate.

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

		Appendix 3G Notification of issue, conversion or payment up of equity +securities	Appendix 3G Notification of issue, conversion or payment up of equity +securities
	*Details of the number and type of +security (including its ASX security code if the +security is quoted on or recorded by ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)“.
3B.8c	Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question 3B.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section
	*Type of +security Select one item from the list		☐Simple corporate bond ☐Non-convertible note or bond ☒Convertible note or bond ☐Preference share/unit ☐Capital note ☐Hybrid security ☐Other N/A
	*+Security currency This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid.		Australian dollars
	Face value This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD).		$1,000
	*Interest rate type Select one item from the list Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities		☒Fixed rate ☐Floating rate ☐Indexed rate ☐Variable rate ☐Zero coupon/no interest ☐Other
	Frequency of coupon/interest payments per year Select one item from the list.		☐Monthly ☒Quarterly ☐Semi-annual ☐Annual ☐No coupon/interest payments ☐Other
	First interest payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments		31 December 2020
	Interest rate per annum Answer this question if the interest rate type is fixed.		9.0%

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

		Appendix 3G Notification of issue, conversion or payment up of equity +securities
	*Is the interest rate per annum estimated at this time? Answer this question if the interest rate type is fixed.	No
	If the interest rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time.	N/A
	*Does the interest rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? Answer this question if the interest rate type is floating or indexed	N/A
	*What is the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.	N/A
	*Does the interest rate include a margin above the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed.	N/A
	*What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum) Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.	N/A
	*S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: • “s128F exempt” means interest payments are not taxable to non-residents; • “Not s128F exempt” means interest payments are taxable to non-residents; • “s128F exemption status unknown” means the issuer is unable to advise the status; • “Not applicable” means s128F is not applicable to this security	☐s128F exempt ☐Not s128F exempt ☒s128F exemption status unknown ☐Not applicable
	*Is the +security perpetual (i.e. no maturity date)?	No
	*Maturity date Answer this question if the security is not perpetual	25 October 2022

• See chapter 19 for defined terms

31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

	*Select other features applicable to the +security Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities.	☐Simple ☐Subordinated ☒Secured ☐Converting ☒Convertible ☐Transformable ☐Exchangeable ☐Cumulative ☐Non-Cumulative ☐Redeemable ☐Extendable ☐Reset ☐Step-Down ☐Step-Up ☐Stapled ☐None of the above
	*Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?	Yes
	*If yes, what is the first trigger date Answer this question if your response to the previous question is “Yes”.	(a) Adherium enters into a binding agreement to partner with an Industry Partner, (b) 6 months after the issue of the Note, (c) if there has occurred a Change of Control Trigger Event or an Event of Default, or (d) Adherium agrees to an earlier conversion.
	Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the securities to be quoted are converted, transformed or exchanged Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)“.	100,000,000 fully paid ordinary shares (ASX:ADR)

Part 4 – Issue details

Part 4 –	Issue details
Question No.	Question	Answer
4.1	*Have the +securities been issued yet?	Yes
4.1a	*What was their date of issue? Answer this question if your response to Q4.1 is “Yes”.	26 October 2020
4.1b	*What is their proposed date of issue? Answer this question if your response to Q4.1 is “No”.	N/A

• See chapter 19 for defined terms

31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

		Appendix 3G Notification of issue, conversion or payment up of equity +securities
4.2	*Are the +securities being issued for a cash consideration? If the securities are being issued for nil cash consideration, answer this question “No”.	Yes
4.2a	*In what currency is the cash consideration being paid For example, if the consideration is being paid in Australian Dollars, state AUD. Answer this question if your response to Q4.2 is “Yes”.	Australian dollars
4.2b	*What is the issue price per +security Answer this question if your response to Q4.2 is “Yes” and by reference to the issue currency provided in your response to Q4.2a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q4.2 as “No” and complete Q4.2c.	$1,000
4.2c	Please describe the consideration being provided for the +securities Answer this question if your response to Q4.2 is “No”.	N/A
4.3	Any other information the entity wishes to provide about the issue	Refer attachment

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

Part 5 – Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise: Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity. Restricted securities should be included in table 5.1.

Appendix 3G Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue	Appendix 3G Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue	Appendix 3G Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue	Appendix 3G Notification of issue, conversion or payment up of equity +securities Part 5 – Unquoted +securities on issue
Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise: Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity. Restricted securities should be included in table 5.1.
5.1			*Total number of +securities on issue • 217,214 exercisable at $0.134039 expiring 30 November 2020 • 542,952 exercisable at $0.134039 expiring 16 December 2020 • 1,039,428 exercisable at $0.134039 expiring 1 January 2021 • 259,857 exercisable at $0.134039 expiring 24 March 2021 • 3,000,000 exercisable at $0.04 expiring 7 August 2021 • 83,333,333 exercisable at $0.06 expiring 17 February 2022 • 173,238 exercisable at $0.134039 expiring 31 March 2022 • 27,519,467 exercisable at $0.0219 expiring 29 January 2027 • 20,000,000 exercisable at $0.04 expiring 14 April 2027 • 4,500,000 exercisable at $0.04 expiring 22 October 2027 • 3,000 $1,000 Secured Convertible Notes maturing 25 October 2022
		*ASX security code and description	*Total number of +securities on issue
		ADR options Adherium Secured Convertible Notes	• 217,214 exercisable at $0.134039 expiring 30 November 2020 • 542,952 exercisable at $0.134039 expiring 16 December 2020 • 1,039,428 exercisable at $0.134039 expiring 1 January 2021 • 259,857 exercisable at $0.134039 expiring 24 March 2021 • 3,000,000 exercisable at $0.04 expiring 7 August 2021 • 83,333,333 exercisable at $0.06 expiring 17 February 2022 • 173,238 exercisable at $0.134039 expiring 31 March 2022 • 27,519,467 exercisable at $0.0219 expiring 29 January 2027 • 20,000,000 exercisable at $0.04 expiring 14 April 2027 • 4,500,000 exercisable at $0.04 expiring 22 October 2027 • 3,000 $1,000 Secured Convertible Notes maturing 25 October 2022

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

Part 6 – Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

• your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX”; or

• your response to Q2.1 is “Other”

Question No.	Question	Answer
6.1	*Are the securities being issued under Listing Rule 7.2 exception 131and therefore the issue does not need any security holder approval under Listing Rule 7.1? Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are not being immediately quoted on ASX”.	No
6.2	*Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? Answer this question if the response to Q6.1 is “No”.	No
6.2a	*Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “Yes”.	N/A
6.2b	*Are any of the +securities being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.	Yes

• 1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

• (a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or

• (b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:

  • a summary of the terms of the scheme.

  • the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;

  • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and

  • a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

• See chapter 19 for defined terms 31 January 2020

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

		Appendix 3G Notification of issue, conversion or payment up of equity +securities
6.2b.1	*How many +securities are being issued without +security holder approval using the entity’s 15% placement capacity under listing rule 7.1? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	The equivalent of 100,000,000 fully paid ordinary shares (3,000 $1,000 Secured Convertible Notes at a conversion price of $0.03 per ordinary share)
6.2c	*Are any of the +securities being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A (if applicable)? Answer this question if the response to Q6.1 is “No” and the response to Q6.2 is “No”.	No
6.2c.1	*How many +securities are being issued without +security holder approval using the entity’s additional 10% placement capacity under listing rule 7.1A? Answer this question if the response to Q6.1 is “No”, the response to Q6.2 is “No” and the response to Q6.2c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.	N/A

Introduced 01/12/19; amended 31/01/20

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

ATTACHMENT

Summary - Convertible Note Terms

The Company has entered into a secured convertible note agreement (“ Convertible Note Agreement ”) pursuant to which it has issued convertible secured notes (“ Notes ”) for an aggregate principal amount of AUD$3,000,000 (“ Financing ”).

The subscriber for the Notes ( Noteholder ) is an exempt person/s under Chapter 6D of the Corporations Act 2001 (Cth), i.e. wholesale and sophisticated Investors.

The Financing is the result of arm’s length negotiations conducted between the Company and the Noteholder.

The key terms from the Convertible Note Deed are summarised as follows:

Term	Description
Interest:	9% per annum, payable quarterly in arrears. The Company has the choice of deferring payment of interest, in which case interest also accrues on the deferred interest payments. If penalty interest applies, then interest accrues at a rate of 11% per annum.
Maturity Date:	25 October 2022.
Security and priority:	The Notes are secured. Repayment of the Notes and other moneys owing under the Convertible Note Agreement is secured over the assets and undertaking of the Company pursuant to the terms of a general security agreement entered by the Company and the Noteholder. This security must be released by the Noteholder on the Convertible Notes being converted or redeemed and all other moneys owing being repaid.
Timing of Conversion:	The Noteholder may elect to Convert all of the Notes at $0.03 per Share (Conversion Price) upon the satisfaction of at one of the following conditions: (a) ADR enters into a binding agreement to partner with an Industry Partner, (b) 6 months after the issue of the Note, (c) if there has occurred a Change of Control Trigger Event or an Event of Default, or (d) ADR agrees to an earlier conversion.
Shares to issue on Conversion:	The number of Ordinary Shares to be issued on exercise of a Conversion Right shall be determined by dividing the Face Value Amount of each Note outstanding, plus any accrued and unpaid interest owing, by the Conversion Price. The Conversion price shall be adjusted (Conversion Price Adjustments) for (a) consolidation, reclassification, redesignation or subdivision of the Ordinary Shares (collectivelyCapital Restructure); (b) dividend, repayment of capital or distribution of surplus assets, profits or otherwise (collectively aDistribution); and

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	Appendix 3G Notification of issue, conversion or payment up of equity +securities
	(c) any Share issues at a price less than current market price (a Discounted Issue) as detailed below.
Conversion Price Adjustments:	Where there is aCapital Restructure, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Capital Restructure by A/B, where "A" is the aggregate number of issued Shares immediately before the Capital Restructure, and "B" is the aggregate number of issued Shares immediately after, and as a result of, the Capital Restructure. Where there is aDistributionthe Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Distribution by (A-B)/A, where "A" is theCurrent Market Price(being the lower of (i) the ASX closing price on the preceding trading day and (ii) a 5 day VWAP) on the first trading day the Shares traded ex-the Distribution rights; and "B" is the portion of the Fair Market Value (as determined by an independent financial adviser) of the aggregate Distribution attributable to one Share, with such portion being determined by dividing the Fair Market Value of the aggregate Distribution by the number of Shares entitled to receive the relevant Distribution. Where there is aDiscounted Issueof Shares (other than Shares issued on a Conversion or issued pursuant to ADR's employee incentive plans) or options (other than options issued pursuant to ADR's employee incentive plan) the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Discounted Issue by (A+B)/C, where: "A" is the aggregate number of issued Shares immediately before the Discounted Issue, "B" is the number of Shares which the aggregate consideration (if any) receivable for the issue of such additional Shares would purchase at such Current Market Price (as defined above) per Share, and "C" is the number of issued Shares immediately after the issue of such additional Shares.
Regulatory Breach:	ADR shall not effect the conversion of any Note to the extent that such issue would result in a Regulatory Breach (where a 'Regulatory Breach' is a prohibition against, or a restriction to, the Noteholder receiving Shares upon conversion by any applicable law or regulation in force in Australia). If a potential Regulatory Breach relates to the ASX Listing Rules or Chapter 6 of the Corporations Act, ADR must (a) Issue Shares on Conversion to the extent possible without causing a Regulatory Breach, and (b) in respect of the balance that cannot be issued under (a) above (Share Conversion Balance)

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Appendix 3G Notification of issue, conversion or payment up of equity +securities

	Appendix 3G Notification of issue, conversion or payment up of equity +securities
	(i) ADR must convene an ADR shareholders’ meeting within 60 days to seek ADR shareholder approval to issue the Share Conversion Balance; (ii) if ADR shareholders do not approve the issue of the Share Conversion Balance within the 60 days then the Issuer will satisfy the balance of such Conversion Right by paying in cash in Australian Dollars in an amount equal to the VWAP of the Ordinary Shares on the Trading Day preceding the final day of the period.
Change of Control or Capital Event:	Following an announcement of a upcoming change of control of the Company, or the occurrence of a Capital Event (where ADR has not raised at least $20m in cash or kind within 12 months of the issue of the Notes), the Noteholder has the right to require the Company to Convert or Redeem all of the Note (at an amount equal to 110% of the Face value plus accrued but unpaid interest).
Redemption:	Unless previously redeemed or converted, ADR will redeem the Note at its outstanding principal amount on the Maturity Date plus all accrued and unpaid interest.
Events of Default:	The Convertible Note Deed also includes customary events of default including: • the Company fails to pay or repay amounts due, or issue Shares on Conversion or breaches an undertaking; • occurrence of an insolvency event; • ADR incurs any future indebtedness for monies borrowed or raised, or fails to pay any amount under any guarantee or indemnity, in each case where that occurrence has a material adverse effect on ADR; • enforcement proceedings are issued, or judgement entered, against the Company for an amount in excess of $50,000; • any other security for an amount in excess of $50,000 is enforced against the Company. On the occurrence of an Event of Default, the Noteholder may require ADR to redeem or Convert the Note (at an amount equal to 110% of the Face value plus accrued but unpaid interest).
Undertakings:	The Company has given a number of undertakings to the Noteholder which apply whilst there are any Notes on issue, including: (a) No reductions of share capital; (b) Not to create any security interests over its assets ; (c) Not to dispose of any assets in excess of a value of $100,000; (d) Not to incur any financial indebtedness other than permitted indebtedness; (e) not to increase executive management costs by more than 5%; (f) not issue any equity linked securities (excluding securities under ADR's employee incentive plans).

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