ADHERIUM LIMITED — Capital/Financing Update 2021

Mar 17, 2021

Proposed issue of securities

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Announcement Summary

Entity name

ADHERIUM LIMITED

Announcement Type

New announcement

Date of this announcement

Thursday March 18, 2021

The Proposed issue is:

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A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
n/a	A$0.030 options expiring 25 October 2022	103,582,052

Proposed +issue date Wednesday May 12, 2021

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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New announcement

1.5 Date of this announcement

Thursday March 18, 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 Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Friday May 7, 2021 Estimated

Comments

Issue of options on conversion of Secured Convertible Notes (subject to shareholder approval)

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
103,582,052
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 +securitiesConsideration is conversion of Secured Convertible Notes subject to shareholderusing Black-Scholes.	approval. Consideration value estimated
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 currencyExercise price	Expiry date
AUD - Australian DollarAUD 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 exercisedOne 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=83ff96335c2d45a094df02a206a39ff4

Part 7C - Timetable

7C.1 Proposed +issue date

Wednesday May 12, 2021

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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 May 7, 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 (subject to shareholder approval)

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 is based on values as of today, and will be higher at conversion of the Secured Convertible Notes.

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