Avivagen Inc. — Capital/Financing Update 2021

Feb 1, 2021

AVIVAGEN INC. BOUGHT DEAL OFFERING OF UNITS

January 27, 2021

TERM SHEET

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the Offering Jurisdictions. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

All amounts in Canadian dollars ($)

al facts relating to the securities offerement, for disclosure of those facts, espec	al facts relating to the securities offerement, for disclosure of those facts, espec	d. Investors shouially risk factors	ld read the preliminrelating to the secur	ld read the preliminrelating to the secur	ary short form proities offered, before	spectus, final shomaking an investAll amo	spectus, final shomaking an investAll amo	rt form prospectusment decision.unts in Canadian d	rt form prospectusment decision.unts in Canadian d
uer:Avivagen Inc. (t		he “Company”	)
**fering: **15,000,000unit“”		s of the Com	pany (the “Units		”) for aggregate	gross proceeds		of C$7,500,00
	Offering).
ue Price:	$0.50per Unit (t	he “Issue Price	”)
					“
feredcurities:	Each Unit consCommon Share	sts of one compurchase warra	mon share oft (each whole	thewa	Company (aCrrant a “Warrant	ommon Sh”) Each Wa	are rra	) and one ht will be exe	alf orcis
	acquire one Com	mon Share for	a period of36	mo	,nths following th	.e closing of	the	Offering at a	n ex
	price of $0.75per share.Ontario, Alberta, and British Columbia
risdictionsrm of Offe	: ring:Bought deal byand in such othethe Underwriters	way of short for jurisdictions oprovided that s	rm prospectusutside of Canadales into such ju	u	suant to NI 44-10	1 in each o			risdimpanconti
							th	Offerin Ju
				pa aris	nd the United Statdictions will not gi	es as are agrve rise to an	eedy re	gto by the Cogistration or
	disclosure oblig	ations in such ju	risdictions.
ting:	The Company sh	all use best effo	rts to obtain th	e n	ecessary approvals	to list the C	om	mon Shares c	omp
	of the Units (inadditional Warr	cluding any adnts) and Com	ditional Units)on Shares und	, Crl	ommon Shares uin the Broker W	nderlying tharrants on t	e We T	arrants (inclSX Venture	udinExc
	which listing sh	all be condition	ally approved	pri	gor to the Closing	Date subje	ct o	nly to custo	mary
	closing listing c	onditions.
ibilit:	The Common	hares and Wa	rants comris	in	the Units (inclu	din additi	nal	Common S	har
	padditional Warrants that are issued upon theinvestments under the_Income Tax Act_(Canadads:The net proceeds of the Offering will be used fcosts, product registration, interest expense, wo7.0% cash fee plus that number of broker warunder the Offering. Each Broker Warrant is exeof 24 months following the Closing Date.:On or about February16,2021 (the “Closing Dmay agree.Bloom Burton Securities Inc.			g gexercise of the Over-Allotment) for RRSPs, RESPs, RRIFs, RDor research and development exprking capital and general corporarants “Broker Warrants”) equaibl f C Sh			Option) will beSPs, DPSPs, andenses, sales and
							te purposes.
							l to 7.0% of theh I Pi f
				rcsae or one ommon are aate”) or such other date as the Un			te ssue rcederwriter and the