HERAMED LIMITED — Capital/Financing Update 2021

Oct 17, 2021

Proposed issue of securities

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Announcement Summary

Entity name

HERAMED LIMITED

Announcement Type

New announcement

Date of this announcement

18/10/2021

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
New class-code to be	Unlisted Convertible Notes	2,392,047
confirmed
New class-code to be	Unlisted Options	26,578,300
confirmed
New class-code to be	Unlisted Options	1,000,000
confirmed

Proposed +issue date

25/10/2021

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

HERAMED LIMITED

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.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ACN

Registration Number 626295314

1.3 ASX issuer code

HMD

1.4 The announcement is

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New announcement

1.5 Date of this announcement

18/10/2021

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 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 30/11/2021 Estimated No

Comments

Given the maximum number of Shares on conversion of the Notes is within the Company's existing placement capacity, the Notes will be issued without shareholder approval under ASX Listing Rule Chapter 7, however the issue of options will be subject to shareholder approval.

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)? New class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

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 ASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1? No

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 Unlisted Convertible Notes

ASX +security code

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+Security type

+Convertible debt securities

Number of +securities proposed to be issued

2,392,047

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

Yes
In what currency is the cash	What is the issue price per
consideration being paid?	+security?
AUD - Australian Dollar	AUD 1.00000

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:	Type of security
Convertible	Convertible note or bond
+Security currency	Face value
AUD - Australian Dollar	AUD 1.0000
Interest rate type
Fixed rate
Frequency of coupon/interest	First interest payment date
payments per year
Monthly
	25/11/2021
Interest rate per annum	Is the interest rate per annum
10.00000 %	estimated at this time?No

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)?No	25/4/2022

Select other features applicable to

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Proposed issue of securities

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the +security None of the above

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 are converted, transformed or exchanged

HMD : ORDINARY FULLY PAID

Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

Before maturity lesser of 0.20 or 15% discount to relevant event (floor $0.09 per share). Conversion Event (Maturity): a 25% discount to the 5 VWAP at that time. Max 26,578,300 based on $0.09 floor.

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.

Please see ASX announcement dated 18 October for more information.

Attaching +Security

Is the proposed attaching 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)? New class

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Unlisted Options

+Security type

Options

Number of +securities proposed to be issued

26,578,300

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

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Proposed issue of securities

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Yes

In what currency is the cash consideration being paid? What is the issue price per +security? AUD - Australian Dollar AUD 1.00000

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 Expiry date AUD 0.3000 30/11/2023

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

HMD : ORDINARY FULLY PAID

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

26,578,300

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.

Please see ASX announcement dated 18 October 2021

Details of attaching +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from ASX that the terms Will the entity be seeking quotation of the 'new' class of of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? No No

ASX +security code +Security description New class-code to be confirmed Unlisted Options

+Security type

Options

Number of +securities proposed to be issued

1,000,000

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Proposed issue of securities

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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

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----- Start of picture text ----- PAC Partners was engaged to act as lead manger for this capital raising and it will receive (or its nominees) 1 millionbroker options on the same terms as the options to be issued to investors on conversion of the Notes.Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities36,000.000000Will all the +securities issued in this class rank equally in all respects from their issue date?YesOptions details+Security currencyAUD - Australian DollarExercise price Expiry dateAUD 0.3000 30/11/2023Details of the type of +security that will be issued if the option is exercisedHMD : ORDINARY FULLY PAIDNumber of securities that will be issued if the option is exercised1,000,000Please provide a URL link for a document lodged with ASX setting out the material terms of the +securitiesproposed to be issued or provide the information by separate announcement.Please see ASX announcement dated 18 October 2021.----- End of picture text -----

Part 7C - Timetable

7C.1 Proposed +issue date

25/10/2021

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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?

2392047 Convertible Notes

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)? No

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? Yes

7E.1a Who is the lead manager/broker?

PAC Partners

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Management fee - 2% Selling fee - 4% Broker Options: 1 million broker options exercisable at 30 cents with a 2 year expiry from the date of issue

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

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Part 7F - Further Information

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7F.01 The purpose(s) for which the entity is issuing the securities

Used to accelerate the commercial roll out of the HeraCARE platform and the HeraBEAT device with several paid pilots underway globally

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

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