Anteris Technologies Global Corp. — Capital/Financing Update 2021

Apr 11, 2021

Proposed issue of securities

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Announcement Summary

Entity name

ANTERIS TECHNOLOGIES LTD

Announcement Type

New announcement

Date of this announcement

Monday April 12, 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	Convertible Notes maturing 12 Aug 2022	2,700,000
AVR	ORDINARY FULLY PAID	55,838

Proposed +issue date

Monday April 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

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.

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

Monday April 12, 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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No

Part 7B - Issue details

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 +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

AVR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

55,838

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 9.85000

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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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 Yes ASX +security code +Security description New class-code to be confirmed Convertible Notes maturing 12 Aug 2022

+Security type

+Convertible debt securities

Number of +securities proposed to be issued

2,700,000

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 0.92593

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

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Yes

+Convertible debt securities details

These securities are: Convertible

Type of security Convertible Bond

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+Security currency Face value AUD - Australian Dollar AUD 1.0000 Interest rate type Zero coupon/no interest Frequency of coupon/interest payments per year No coupon/interest payments

s128F of the Income Tax Assessment Act status applicable to the +security s128F exemption status unknown Is the +security perpetual (ie. no Maturity date maturity date)? Friday August 12, 2022 No Select other features applicable to the +security Secured Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)? No

Details of the type of +security that will be issued if the securities to be quoted are converted, transformed or exchanged

AVR : ORDINARY FULLY PAID

Number of +securities that will be issued if the +securities to be quoted are converted, transformed or exchanged

2,700,000 convertible notes are convertible into 675,000 AVR Ordinary shares using the floor price of $4 per share (ASX: AVR)

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 dated 12 April 2021

Part 7C - Timetable

7C.1 Proposed +issue date

Monday April 12, 2021

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Part 7D - Listing Rule requirements

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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

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?

2,700,000 convertible notes which convert into 675,000 AVR Ordinary shares using the floor price of $4 per share (ASX:AVR)

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?

55,838 AVR ordinary shares

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

The Ordinary shares are an equity drawdown of an existing facility. The Convertible notes are a new third tranche of notes leveraging off the existing facility with Mercer Street Global Opportunity Fund, LLC. In both instances, 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? No

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

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

Brighton Capital Ltd will be paid an advisor's fee for facilitating the transaction and they will receive a fee of $183,000 in cash (being 6% of the consideration paid by Mercer for the shares and convertible notes).

Part 7F - Further Information

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

Refer to the ASX Announcement dated 12 April 2021

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