ADHERIUM LIMITED — Capital/Financing Update 2021

May 6, 2021

Proposed issue of securities

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Update Summary

Entity name

ADHERIUM LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

Friday May 7, 2021

Reason for update to a previous announcement

Update to reflect receipt of shareholder approval and actual number of securities to be issue based on interest accrued to conversion date of Secured Convertible Notes

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

ADHERIUM LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ACN

Registration Number

605352510

1.3 ASX issuer code

ADR

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Update to reflect receipt of shareholder approval and actual number of securities to be issue based on interest accrued to conversion date of Secured Convertible Notes

1.4b Date of previous announcement(s) to this update

Thursday March 18, 2021

1.5 Date of this announcement

Friday May 7, 2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Friday April 30, 2021 Actual Yes

Comments

Issue of options on conversion of Secured Convertible Notes (shareholder approval received at EGM 30 April 2021)

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed A$0.030 options expiring 25 October 2022

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+Security type Options

Number of +securities proposed to be issued 104,855,877

Reason for the update of 'Maximum Number of +securities proposed to be issued' Update to reflect actual number of securities to be issue based on interest accrued to conversion date of Secured Convertible Notes (7 May 2021)

Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities

Consideration is conversion of Secured Convertible Notes subject to shareholder approval. Consideration value estimated using Black-Scholes. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 723,000.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details +Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0300 Tuesday October 25, 2022 Details of the type of +security that will be issued if the option is exercised ADR : ORDINARY FULLY PAID Number of securities that will be issued if the option is exercised One fully paid ordinary share (ASX:ADR) Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02355071-3A563798?access_token=83 ff96335c2d45a094df02a206a39ff4

Part 7C - Timetable

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7C.1 Proposed +issue date Friday May 7, 2021 Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes 7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Friday April 30, 2021

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue None

Part 7F - Further Information 7F.01 The purpose(s) for which the entity is issuing the securities Conversion of Secured Convertible Notes (shareholder approval received at EGM 30 April 2021)

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

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7F.2 Any other information the entity wishes to provide about the proposed issue

The number of options to be issued is equal to the Secured Convertible Note principal of $3 million plus accrued interest at 9% up to the date of the automatic conversion, divided by $0.03 (subject to a maximum of 106,239,418 options if automatic conversion were to occur at 30 June 2021), with an exercise price of $0.03 and an expiry date of 25 October 2022. The number of options included here has been based on the Secured Convertible Notes converting today, 7 May 2021.

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