ALGORAE PHARMACEUTICALS LIMITED — Capital/Financing Update 2021

Nov 14, 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

15/11/2021

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable)

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Rights Issue Options	158,633,606
confirmed
LCT	ORDINARY FULLY PAID	475,900,817

Ex date

17/11/2021

+Record date

18/11/2021

Offer closing date

14/12/2021

Issue date

20/12/2021

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

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

Registration Number

ABN 14104028042

1.3 ASX issuer code

LCT

1.4 The announcement is

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New announcement

1.5 Date of this announcement

15/11/2021

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

LCT : ORDINARY FULLY PAID

Is the proposed 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)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description LCT : ORDINARY FULLY PAID

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

ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held 2 3

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 475,900,817 whole number

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.00800

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

Please refer to 2.5 of the prospectus

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

Please refer to 2.5 of the prospectus

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

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Yes

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

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

ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Rights Issue Options Yes No	Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? Will the entity be seeking quotation of the 'new' class of +securities on ASX? ASX +security code New class-code to be confirmed +Security description Rights Issue Options Yes No
New class-code to be confirmed	Rights Issue Options

+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	3
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued
Fractions rounded up to the next whole number	(subject to rounding)
	158,633,606
Offer price details for retail security holders
In what currency will the offer be made?	What is the offer price per +security for the retail offer?
	AUD 0.00800

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

Please refer to 2.5 of the prospectus

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

Please refer to 2.5 of the prospectus

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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
Exercise price	Expiry date
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 One fully paid ordinary shares (ASX:LCT)

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.

www.lctglobal.com

Part 3C - Timetable

3C.1 +Record date 18/11/2021 3C.2 Ex date 17/11/2021 3C.3 Date rights trading commences 17/11/2021 3C.4 Record date 18/11/2021 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 23/11/2021 3C.6 Offer closing date 14/12/2021

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3C.7 Last day to extend the offer closing date

9/12/2021

3C.8 Date rights trading ends

7/12/2021

3C.9 Trading in new +securities commences on a deferred settlement basis

8/12/2021

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

20/12/2021

3C.12 Date trading starts on a normal T+2 basis

21/12/2021

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

23/12/2021

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

180 Markets Pty Ltd

3E.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 amount raised for the Placement Shares and Notes issued and from the placement of shortfall new shares under this rights issue. Additionally, it will receive (subject to capacity under ASX Listing Rules) 7 million options (under the same terms as the Placement Options) for each $1 million raised from the Placement Shares and the Notes issue and from the placement of shortfall new shares under the Rights Issue. The total broker fees to be paid in cash for the Placement Shares and Placement Options is $210,023 (excluding GST).

3E.2 Is the proposed offer to be underwritten?

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No

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Refer to section 4.3.5 of the Prospectus

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Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

To use the funds for conducting NTCELL Clinical Trial and working capital requirement

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

All countries other than Australia and New Zealand

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

3F.6 URL on the entity's website where investors can download information about the proposed issue

www.lctglobal.com

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 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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