ALGORAE PHARMACEUTICALS LIMITED — Capital/Financing Update 2021

Nov 28, 2021

Proposed issue of securities

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Announcement Summary

Entity name

LIVING CELL TECHNOLOGIES LIMITED

Announcement Type

New announcement

Date of this announcement

29/11/2021

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
New class-code to be	Options with an exercise price of $0.015 expiry date 19 April	224,462,050
confirmed	2024
New class-code to be	Options with an exercise price of $0.015 expiry date 19 April	47,470,081
confirmed	2024
New class-code to be	Options with an exercise price of $0.015 expiry date 19 April	24,500,000
confirmed	2024
LCT	ORDINARY FULLY PAID	269,354,460

Proposed +issue date

30/11/2021

Refer to next page for full details of the announcement

Proposed issue of securities

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

LIVING CELL TECHNOLOGIES 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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

14104028042

1.3 ASX issuer code

LCT

1.4 The announcement is

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New announcement

1.5 Date of this announcement

29/11/2021

1.6 The Proposed issue is:

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A placement or other type of issue

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Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

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 Yes securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description LCT : ORDINARY FULLY PAID Number of +securities proposed to be issued 269,354,460

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.00850

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Proposed issue of securities

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Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No

ASX +security code +Security description New class-code to be confirmed Options with an exercise price of $0.015 expiry date 19 April 2024

+Security type

Options

Number of +securities proposed to be issued

224,462,050

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

Nil consideration, as option are being issued as attaching security with conversion of convertible notes

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

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Exercise price

AUD 0.0150

Expiry date

19/4/2024

Details of the type of +security that will be issued if the option is exercised

LCT : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

224462050 ordinary fully paid shares

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/2924-02443082-2A1334294?access_token=8 3ff96335c2d45a094df02a206a39ff4

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? Yes No ASX +security code +Security description New class-code to be confirmed Options with an exercise price of $0.015 expiry date 19 April 2024

+Security type

Options

Number of +securities proposed to be issued

47,470,081

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

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No

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Please describe the consideration being provided for the +securities

Nil consideration, as options are being issued as attaching security to the placement shares issued on 20 October 2021

	Please provide an estimate of the AUD equivalent of the consideration being	Please provide an estimate of the AUD equivalent of the consideration being
	provided for the +securities
	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 0.0150	19/4/2024
	Details of the type of +security that will be issued if the option is exercised
	LCT : ORDINARY FULLY PAID
	Number of securities that will be issued if the option is exercised
	47470081 ordinary fully paid shares
	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/2924-02443082-2A1334294?access_token=8
	3ff96335c2d45a094df02a206a39ff4
	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?	Yes
	No

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Proposed issue of securities

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ASX +security code +Security description
New class-code to be confirmed Options with an exercise price of $0.015 expiry date 19 April 2024
+Security type
Options
Number of +securities proposed to be issued
24,500,000
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
Options being issued as part payment of broking services paid to 180 Markets Pty Ltd
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
0.001000
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 0.0150 19/4/2024
Details of the type of +security that will be issued if the option is exercised
LCT : ORDINARY FULLY PAID
Number of securities that will be issued if the option is exercised
24,500,000 ordinary fully paid shares
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/2924-02443082-2A1334294?access_token=8
3ff96335c2d45a094df02a206a39ff4
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Part 7C - Timetable

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7C.1 Proposed +issue date

30/11/2021

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

29/11/2021

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? Yes

7E.1a Who is the lead manager/broker?

180 Markets Pty Ltd

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

180 Markets Pty Ltd will be paid a cash fee of 6 percent on the total amounts and 7 million Options for each $1 million raised from the placement and the shortfall under the rights issue

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

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Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To fund the commencement of a third trial which aims to determine if NTCELL provides neuroprotection to halt or delay the natural progression of Parkinson¿s disease

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

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

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

The publication of a +disclosure document or +PDS involving the same class of securities as the +securities proposed to be issued that meets the requirements of section 708A(11) or 1012DA(11)

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