Anteris Technologies Global Corp. — Capital/Financing Update 2021

Aug 1, 2021

Proposed issue of securities

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Announcement Summary

Entity name

ANTERIS TECHNOLOGIES LTD

Announcement Type

New announcement

Date of this announcement

2/8/2021

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	4-year unlisted options to acquire AVR shares - exercise	1,175,000
confirmed	price of $10 per option
AVR	ORDINARY FULLY PAID	1,125,000

Proposed +issue date

9/8/2021

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

ANTERIS TECHNOLOGIES LTD

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

35088221078

1.3 ASX issuer code

AVR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

2/8/2021

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 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? Yes

7A.1a Conditions

Approval/Condition	Date for determination	Is the date estimated or	** Approval
+Security holder approval	16/9/2021	actual?	received/condition met?
		Estimated

Comments

The issue of new shares to investors will be made under the Company's available placement capacity under listing rules 7.1 and 7.1A and so does not require shareholder approval.

The issue of 675,000 options to investors and 500,000 to Evolution Capital Advisers Pty Ltd is subject to shareholder approval under ASX listing rules.

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

AVR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

1,125,000

Offer price details

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

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Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 8.00000

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

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? No No

ASX +security code +Security description New class-code to be confirmed 4-year unlisted options to acquire AVR shares - exercise price of $10 per option

+Security type

Options

Number of +securities proposed to be issued

1,175,000

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 are being issued as free attaching options on the basis of 60% of the shares issued to each investor (total 675,000) and are subject to shareholder approval. In addition, Evolution Capital Advisors Pty Ltd facilitated the capital

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raising and will receive 500,000 Options as part consideration for facilitating the placement (subject to shareholder approval). If shareholder approval is not obtained, a fee of $1.25 will be paid per option to the investors and Evolution.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.000001

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 10.0000 9/8/2025 Details of the type of +security that will be issued if the option is exercised Other

Description

AVR 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. Refer ASX announcement on 2 August 2021

Part 7C - Timetable

7C.1 Proposed +issue date

9/8/2021

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? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

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7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

431,445

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

693,555

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

It was considered the most efficient and effective method of raising funds at this time.

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?

Evolution Capital Advisors Pty Ltd ('Evolution')

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

Evolution will receive a fee of 7% of the gross proceeds raised less the amount payable to Colorado Investments Pty Ltd (refer below) plus 500,000 unlisted options (subject to shareholder approval). The Options will be unlisted 4-year Options exercisable at $10.00. If shareholder approval to issue the Options is not granted, Evolution will instead receive a cash payment equivalent to $1.25 per Option.

7E.2 Is the proposed issue to be underwritten?

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No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Colorado Investments Pty Ltd ('Colorado') will receive a fee of 6% of the aggregate gross proceeds raised by Colorado in the offering.

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Part 7F - Further Information

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

To provide additional working capital as the Company continues to advance the development of DurAVR, its 3D single-piece aortic valve for the treatment of aortic stenosis.

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

No

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 cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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