HERAMED LIMITED — Capital/Financing Update 2018

Dec 9, 2018

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RESTRICTED SECURITIES

HeraMED Limited ACN 626 295 314 ( Company ) confirms that following admission to the Official List of ASX and quotation of the Company’s securities, the following securities will be restricted pursuant to the ASX Listing Rules for the period outlined below.

	uotation of the Company’s securities, the following securities will be restricted pursuant to the ASXfor the period outlined below	uotation of the Company’s securities, the following securities will be restricted pursuant to the ASXfor the period outlined below	uotation of the Company’s securities, the following securities will be restricted pursuant to the ASXfor the period outlined below	uotation of the Company’s securities, the following securities will be restricted pursuant to the ASXfor the period outlined below
	.
Secu	rity	Restriction Period
Shares1
35,067,847 Shares		24 months from the date of quotation
8,277,494 Shares		12 months from the date of issue, being 5 December 2018
808,500 Shares		12 months from the date of issue, being 31 May 2018
2,130,000 Shares		12 months from the date of issue, being 1 June 2018
444,000 Shares		12 months from the date of issue, being 5 June 2018
30,000 Shares		12 months from the date of issue, being 6 June 2018
21,000 Shares		12 months from the date of issue, being 13 June 2018
46,778,841		TOTAL
Vendor Options2
927,504 Vendor Options		24 months from the date of quotation
2,743,655 Vendor Options		12 months from the date of issue, being 5 December 2018
3,671,159		TOTAL
New	Options3
19,0
	22,000 New Options	24 months from the date of quotation
4,57	000 NewOptions	12 months from the date of issue being	5 December 2018
	,	,
23,6	00,000	TOTAL
	The rihts attachin to full aid ordinar shares (Shares) are summarised in section 81		of the Coman’s rosectu

Notes:

1. The rights attaching to fully paid ordinary shares ( Shares ) are summarised in section 8.1 of the Company’s prospectus dated 15 October 2018 as modified by the supplementary prospectus dated 23 November 2018 ( Prospectus ).

2. The Vendor Options are exercisable at $0.00002 each on or before 5 December 2021. The full terms and conditions of the Vendor Options are set out in section 8.2A of the Prospectus.

3. The New Options are exercisable at 25 cents each on or before 5 December 2021. The full terms and conditions of the New Options are set out in section 8.2 of the Prospectus.

Deferred Consideration Shares

The Company has agreed to issue up to 19,550,000 Shares as part consideration for the acquisition of the issued capital of Hera MED Ltd (Registration No. P.C. 51-467654-3) ( HeraMED Israel ), and up to 3,450,000

HeraMED Limited ACN 626 295 314

T: +61 8 6189 1155 | A: Level 2, 46-50 Kings Park Road, West Perth WA 6005

Shares to its corporate advisers, in each case subject to the satisfaction of certain performance milestones within 42 months of the date of quotation ( Deferred Consideration Shares ).

The Company confirms that if the performance milestones for the issue of the Deferred Consideration Shares are satisfied and the Deferred Consideration Shares are issued within 24 months of the date of quotation of the Company’s securities on ASX, the following securities will be restricted pursuant to the ASX Listing Rules for the periods outlined below.

Security	Restriction Period
4,871,874 Shares – First Milestone1	24 months from date of quotation
4,871,874 Shares – Second Milestone2	24 months from date of quotation
7,495,195 Shares – Third Milestone3	24 months from date of quotation
1,628,126 Shares – First Milestone1	12 months from date of quotation
1,628,126 Shares – Second Milestone2	12 months from date of quotation
2,504,805 Shares – Third Milestone3	12 months from date of quotation
23,000,000	TOTAL

Notes:

1. The applicable milestone is set out in sections 7.1(b)(ii)(A) and 7.2(a)(iv)(A) of the Prospectus.

2. The applicable milestone is set out in sections 7.1(b)(ii)(B) and 7.2(a)(iv)(B) of the Prospectus.

3. The applicable milestone is set out in sections 7.1(b)(ii)(C) and 7.2(a)(iv)(C) of the Prospectus.