Anteris Technologies Global Corp. — Capital/Financing Update 2021

Jan 5, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

ANTERIS TECHNOLOGIES LTD

Announcement Type

New announcement

Date of this announcement

Wednesday January 6, 2021

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

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	Options over fully paid ordinary shares, exercise price $10,	500,000
	3-year expiry
n/a	Convertible notes	2,700,000
AVR	ORDINARY FULLY PAID	341,545

Proposed +issue date

Wednesday January 20, 2021

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

==> picture [8 x 9] intentionally omitted <==

New announcement

1.5 Date of this announcement

Wednesday January 6, 2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Proposed issue of securities

2 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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
+Security holder approval	Friday March 19, 2021	actual?	received/condition met?
		Estimated

Comments

The 1m placement and the 1.5m convertible notes will be issued using the existing placement capacity under listing rule 7.1 and 7.1A. Shareholder approval is required for the second tranche of convertible notes of 1m. In addition, shareholder approval is required for the grant of 350,000 out of the 500,000 options which if not approved will result in a fee payable of 250,000AUD.

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)? 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

50,000

Offer price details

Proposed issue of securities

3 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Fee for provision of the Capital funding package (in conjunction with the 500,000 options)

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 171,500.000000

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

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)? 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

291,545

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 3.43000

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

Proposed issue of securities

4 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 Options over fully paid ordinary shares, exercise price $10, 3-year expiry

+Security type

Options

Number of +securities proposed to be issued

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

Fee for provision of the Capital funding package (in conjunction with the 50,000 shares. Note that 350,000 options are subject to shareholder approval which if not approved will result in a fee of $250,000

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 357,143.000000

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 AUD 10.0000

Expiry date Saturday January 20, 2024

Proposed issue of securities

5 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

AVR : ORDINARY FULLY PAID

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

500,000

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 separate ASX Announcement

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 Convertible notes

+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?

==> picture [9 x 9] intentionally omitted <==

Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 3.43000

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

Proposed issue of securities

6 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

+Convertible debt securities details

These securities are: Type of security Convertible Convertible Bond +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 May 20, 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 472,303 (if converted at 90% of the current 5 day VWAP). Up to 1,080,000 ordinary shares if the convertible securities are converted at the lowest possible price of $2.50 per ordinary share.

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 separate ASX Announcement

Proposed issue of securities

7 / 9

Proposed issue of securities

Part 7C - Timetable

==> picture [21 x 22] intentionally omitted <==

7C.1 Proposed +issue date

Wednesday January 20, 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

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?

50,000 commencement shares 150,000 options 648,000 shares from the convertible notes Total of 848,000 securities

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?

291,545 shares - Placement

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 funding package provides a large potential funding package that 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

Proposed issue of securities

8 / 9

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

Brighton Capital Ltd will be paid an advisor's fee for facilitating the transaction and they will receive a fee of $210,000 in cash (being 6% of the amount payable by Mercer for the placement shares plus the convertible securities).

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

Proposed issue of securities

9 / 9