MACH7 TECHNOLOGIES LIMITED — Capital/Financing Update 2020

Jun 16, 2020

ASX Announcement

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Mach7 Dispatches Retail Entitlement Offer Booklet & Letter to Ineligible Shareholders

Melbourne, Australia; 17 June 2020: Mach7 Technologies Limited (“Mach7” or the “Company”) (ASX:M7T), a company specialising in innovative medical imaging data management solutions for healthcare providers, today announced it has dispatched the retail entitlement offer booklet and personalised entitlement and acceptance form to eligible retail shareholders (Offer Booklet). The Offer Booklet, released to the ASX today, contains important information for eligible retail shareholders in relation to Mach7’s fully underwritten 1 for 4 pro rata accelerated non-renounceable entitlement offer announced on Wednesday, 10 June 2020 (Entitlement Offer).

The Entitlement Offer is being undertaken by Mach7 to obtain the required funding to complete the acquisition of Client Outlook Inc. as announced to market Wednesday, 10 June 2020. The Company has raised $19.7 million under the institutional component of the Entitlement Offer and $3.7 million under a placement of new shares to institutional and sophisticated investors. The Company is now seeking to raise a further $11.4 million under the retail entitlement offer, taking the total capital raise to $34.8 million.

Who can participate:

Only eligible retail shareholders, with a registered address in Australia or New Zealand, may participate in the Entitlement Offer. The eligibility criteria for the Entitlement Offer are set out in the Offer Booklet. Ineligible shareholders will be notified separately, via letter, of their inability to participate. Letters to ineligible shareholders were dispatched today, a copy of which is attached to this announcement. Participating in the Entitlement Offer is entirely voluntary.

How to apply:

Eligible retail shareholders who wish to participate in the Entitlement Offer are encouraged to complete and return their personalised entitlement and acceptance form as soon as possible, and before the closing date of 26 June 2020, by one of the methods set out in the Offer Booklet.

Key dates:

Important dates for the retail component of the Entitlement Offer are as follows:

Event	Date	(2020)
Record Date for eligibility to participate in the Entitlement Offer	7:00	pm (AEST) on Friday, 12 June

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ASX Announcement

Retail Entitlement Offer opens	10:00 am (AEST) Wednesday, 17 June
Closing Date of Retail Entitlement Offer	5:00 pm (AEST) on Friday, 26 June
Announcement of results of Retail Entitlement Offer
(includinganyshortfall)	Wednesday, 1 July
Settlement of Retail Entitlement Offer	Thursday, 2 July
New Shares allotted and issued under the Retail
Entitlement Offer	Friday, 3 July
New Shares issued under the Retail Entitlement Offer
commence tradingon ASX on a normal settlement basis	Monday, 6 July

Enquiries:

If you have any questions, please contact your professional adviser or Morgans Corporate Limited on 03 9947 4101 (within Australia) or +61 3 9947 4101 (from outside Australia) from 8.30am to 5.00pm (AEST) during the retail offer period.

About Mach7 Technologies:

Mach7 Technologies (ASX:M7T) develops innovative data management solutions that create a clear and complete view of the patient to inform diagnosis, reduce care delivery delays and costs, and improve patient outcomes. Mach7’s awardwinning enterprise imaging platform provides a vendor neutral foundation for unstructured data consolidation and communication to power interoperability and enables healthcare enterprises to build their best-of-breed clinical ecosystems. Mach7’s sophisticated workflow tools, advanced clinical viewing and optimized vendor neutral archiving solutions unlock silos of legacy systems empowering healthcare providers to own, access and share patient data without boundaries. Visit Mach7t.com.

This announcement has been approved for lodgement by the Managing Director and Company Secretary.

For more information, contact :

Jenni Pilcher Andrew Keys Registered Office: CFO, Company Secretary, Mach7 Investor Relations Level 2, 20 Collins Street jenni.pilcher@mach7t.com andrew.keys@keysthomas.com Melbourne, 3000

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Not for release or distribution in the United States

17 June 2020

Dear Sir/Madam

Accelerated non-renounceable pro-rata entitlement offer - Notification to ineligible shareholders

On Wednesday, 10 June 2020, Mach7 Technologies Limited ACN 007 817 192 (“ Company ” or “ M7T ”) announced that it was conducting a 1 for 4 accelerated non-renounceable pro-rata entitlement offer of new fully paid ordinary shares (“ New Shares ”) to existing shareholders (“ Entitlement Offer ”) and an institutional placement (“ Placement ”) to raise up to approximately A$34.8 million, at an issue price of A$0.68 per share (“ Offer ”). The Entitlement Offer is fully underwritten by Morgans Corporate Limited (“ Morgans ”).

The net proceeds of the Entitlement Offer and Placement will be used to satisfy the purchase price for the Company's acquisition of Client Outlook Inc. with remaining funds to be used for working capital purposes. More detail is provided in the Company's Investor Presentation lodged with the Australian Securities Exchange (“ ASX ”) on Wednesday, 10 June 2020.

The Entitlement Offer consists of an institutional and a retail component (“ Institutional Entitlement Offer ” and “ Retail Entitlement Offer ” respectively). The Placement and Institutional Entitlement Offer was underwritten and raised approximately A$23.4 million and the Retail Entitlement Offer which is also underwritten will raise approximately A$11.4 million.

The Retail Entitlement Offer is only available to Eligible Shareholders (as defined below). Eligible Shareholders are those persons who:

• are registered as holders of existing shares as at 7.00pm (AEST) on Friday, 12 June 2020;

• have a registered address on the Company's share register in Australia or New Zealand at that date;

• are not in the United States and are not “U.S. persons” (as defined under Regulation S under the United States Securities Act of 1933, as amended) (U.S. Persons) or acting for the account or benefit of U.S. Persons;

• were not invited to participate (other than as nominee, in respect of other underlying holdings) under the Institutional Entitlement Offer, and were not treated as ineligible institutional shareholders under the Institutional Entitlement Offer; and

• are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

As you do not satisfy the criteria above, you are deemed not to be an Eligible Shareholder for the purposes of the Retail Entitlement Offer. The Company considers it generally unreasonable on this occasion to extend the Retail Entitlement Offer to shareholders with a registered address outside of Australia or New Zealand having regard to the small number of those shareholders, the number of shares they hold, the value of new shares to which those shareholders would otherwise be entitled to and the costs of complying with legal and regulatory requirements in each of those jurisdictions. Accordingly, the Company is unfortunately unable to extend to you the opportunity to participate in the Retail Entitlement Offer. Under the terms of the Retail Entitlement Offer, you are not eligible to apply for new shares and you will not be sent a copy of the offering materials relating to the Retail Entitlement Offer.

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You are not required to do anything in response to this letter. This letter is to inform you about the Retail Entitlement Offer and is not an offer to issue new shares to you, nor an invitation for you to apply for new shares. Entitlements in respect of new shares you would have been entitled to if you were an Eligible Shareholder will lapse. As the Retail Entitlement Offer is non-renounceable, you will not receive any value for these entitlements.

This letter constitutes the notice that the Company is required to give each ineligible shareholder under ASX Listing Rule 7.7.1(b) and section 9A(3)(b) of the Corporations Act 2001 (Cth).

Thank you for your continued support of the Company and I trust you understand the Company’s position on this matter.

If you have any queries regarding the Retail Entitlement Offer, please contact your professional adviser or the Company's Information Line on 0399474101 (within Australia) or +61 399474101 (from outside Australia) from 8.30am to 5.30pm (AEST) during the Retail Entitlement Offer period. For other questions, you should consult your broker, solicitor, accountant, financial adviser or other professional adviser.

Yours Sincerely

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Jenni Pilcher CFO & Company Secretary Mach7 Technologies Limited

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