Avivagen Inc. — Capital/Financing Update 2021

Jan 26, 2021

TERM SHEET AVIVAGEN INC BOUGHT DEAL OFFERING OF UNITS JANUARY 26, 2021

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 ($)Issuer:Avivagen Inc. (the “Company”).**Offering: **10,000,000units of the Company (the “Units”) for aggregate gross proceeds ofC$5,000,000 (which amount does not include the exercise of the Over-Allotment Option)(the “Offering”).Issue Price:$0.50per Unit (the “Issue Price”).OfferedEach Unit consists of one common share of the Company (a “Common Share”) and one“”	All amounts in Canadian dollars ($)Issuer:Avivagen Inc. (the “Company”).**Offering: **10,000,000units of the Company (the “Units”) for aggregate gross proceeds ofC$5,000,000 (which amount does not include the exercise of the Over-Allotment Option)(the “Offering”).Issue Price:$0.50per Unit (the “Issue Price”).OfferedEach Unit consists of one common share of the Company (a “Common Share”) and one“”
	Securities:half of one Common Share purchase warrant (each whole warrant, aWarrant). EachWarrant will be exercisable to acquire one Common Share for a period of36monthsfollowing the closing of the Offering at an exercise price of $0.75per share.
	Form of Offering:Bought deal by way of short form prospectus pursuant to NI 44-101 in each of theprovinces British Columbia, Alberta, and Ontario (collectively, the “OfferingJurisdictions”), and in such other jurisdictions as are agreed to by the Company and theUnderwriters provided that sales into such jurisdictions will not give rise to anyregistration or continuous disclosure obligations in such jurisdictions.Over-AllotmentOption:The Company has granted the Underwriters an Over-Allotment Option, exercisable at anytime and from time to time for a period of 30 days following closing, to purchase at theIssue Price up to such number of additional Units as is equal to 15% of the number ofUnits sold pursuant to the Offering.Listing:The Company shall use best efforts to obtain the necessary approvals to list the CommonShares comprising of the Units (including any additional Units), Common Sharesunderlying the Warrants (including any additional Warrants) and Common Sharesunderlying the Broker Warrants on the TSX Venture Exchange, which listing shall beconditionally approved prior to the Closing Date subject only to customary post-closinglistin conditions
	g .Standstill:The Company has agreed that for a period of 90 days after the Closing Date, it will not,without the written consent of the Underwriters, issue, any shares or any securitiesconvertible into or exchangeable for shares of the Company except (i) in connection withthe exchange, conversion or exercise of existing outstanding securities or existing

commitments to issue securities, (ii) in connection with an arm’s length acquisition, or (iii) pursuant to the grant of stock options or other compensation securities exercisable or convertible into shares of the Company pursuant to any long term incentive plan.

Lock-Up: The Company’s executive officers and directors will also agree, prior to Closing, not to sell any common shares or securities exchangeable or convertible into common shares of the Company for a period of 90 days following the Closing Date without the Underwriters’ prior written consent such consent not to be unreasonably withheld.

Eligibility: The Common Shares and Warrants comprising the Units (including additional Common Shares and additional Warrants that are issued upon the exercise of the Over-Allotment Option) will be qualified investments under the Income Tax Act (Canada) for RRSPs, RESPs, RRIFs, RDSPs, DPSPs, and TFSAs.

Use of Proceeds: The net proceeds of the Offering will be used for research and development expenses, sales and marketing costs, product registration, interest expense, working capital and general corporate purposes.

Commission: 7.0% cash fee plus that number of broker warrants equal to 7.0% of the Units sold under the Offering (including Units sold pursuant to the exercise of the Over-Allotment Option), each entitling the holder to acquire one Common Share at the Issue Price for a period of 24 months after the Closing Date.

Closing Date: On or about February 16, 2021 (the “ Closing Date ”) or such other date as the Lead Underwriter and the Company may agree.

Underwriter: Bloom Burton Securities Inc.