ORTHOCELL LIMITED — Share Issue/Capital Change 2023

May 28, 2023

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

ORTHOCELL LIMITED

Date of this announcement

Monday May 29, 2023

The +securities the subject of this notification are: Other

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Options exercisable @ $0.40 on or before 29 May	4,000,000	29/05/2023
to be confirmed	2028

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

ORTHOCELL LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ACN

Registration number

118897135

1.3 ASX issuer code

OCC

1.4 The announcement is

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New announcement

1.5 Date of this announcement

29/5/2023

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

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Other

Please specify

Options issued as part of terms & conditions of Chair appointment under Listing Rule 10.12-Exc12

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

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New +securities
ASX +security code +Security description
New class - code to be confirmed Options exercisable @ $0.40 on or before 29 May 2028
+Security type ISIN code
Options
Date the +securities the subject of this notification were issued
29/5/2023
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under
listing rule 6.1?
No
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being
issued.
Refer to ASX announcement dated 29 May 2023. Options have change of control clause.
Options Details
+Security currency Exercise price Expiry date
AUD - Australian Dollar AUD 0.40000000 29/5/2028
Details of the existing class of +security that will be issued upon exercise or conversion of this new class of
company option
Other
Description
Fully paid ordinary shares
Any other information the entity wishes to provide about the +securities the subject of this notification
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Options issued to Mr Van Der Wielen as part of terms & conditions of Director appointment under Listing Rule10.12 Exception 12.

Issue details Number of +securities 4,000,000 Were the +securities issued for a cash consideration? No Please describe the consideration being provided for the +securities Issued pursuant to terms of Director appointment. Purpose of the issue Other Additional Details Issued pursuant to terms of Director appointment.

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Part 4 - +Securities on issue

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Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
OCC : ORDINARY FULLY PAID	197,303,071
4.2 Unquoted +Securities (Total number of each +class of +securities issued but	not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
OCCAN : OPTION EXPIRING 08-OCT-2023 EX $0.40	200,000
OCCAM : OPTION EXPIRING 11-JUN-2025 EX 41C	2,000,000
OCCAW : OPTION EXPIRING 08-MAR-2028 EX $0.40	3,000,000
OCCAO : OPTION EXPIRING 14-OCT-2024 EX $0.583	16,730,000
OCCAV : OPTION EXPIRING 13-JUL-2025 EX $0.403	2,200,000
OCCAJ : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	350,000
OCCAR : OPTION EXPIRING 26-OCT-2024 EX $0.50	755,000
OCCAS : OPTION EXPIRING 26-OCT-2025 EX $0.58	150,000
OCCAU : OPTION EXPIRING 11-MAY-2026 EX $0.515	1,050,000
OCCAT : OPTION EXPIRING 04-APR-2026 EX $0.606	150,000
OCCAX : OPTION EXPIRING 19-APR-2027 EX $0.36	3,830,000
OCCAY : PERFORMANCE RIGHTS	1,000,000
OCCAP : OPTION EXPIRING 05-FEB-2024 EX $0.517	450,000

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities
OCCAQ : OPTION EXPIRING 04-JUN-2024 EX $0.536	1,600,000
New class - code to be confirmed : Options exercisable @ $0.40 on or before 29 May 2028	4,000,000

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

4,000,000

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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