OSTEOPORE LIMITED — Capital/Financing Update 2023

Mar 12, 2023

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ASX RELEASE | OSTEOPORE LIMITED

NON-RENOUNCEABLE ENTITLEMENT OFFER

Highlights:

• Entitlement Offer to Eligible Shareholders to raise approximately A$2.63 million (before costs), on the basis of 1 new Share for every 4 existing Shares at an issue price of A$0.085 per Share with 1 free-attaching Quoted Option for every 1 new Share subscribed for.

• Funds raised will be used to support sales momentum, develop and launch new breakthrough products, secure regulatory clearances in new markets and provide capacity for continued exploration of potential partnerships and acquisition opportunities aimed at increasing Company value, and provide general working capital.

13 March 2023: Osteopore Limited (ASX: OSX) (“ Osteopore ” or the “ Company ”), an Australian and Singapore based global leader in the manufacture of innovative regenerative implants that empower natural tissue regeneration, is pleased to announce a non-renounceable pro-rata offer to Eligible Shareholders (defined below) to raise up to approximately A$2,633,617 (before costs), on the basis of 1 new Shares for every 4 existing Shares held on the Record Date, at an issue price of A$0.085 per new Share ( Entitlement Offer ). This represents a discount of 27.4% to the 10-day volume weighted average price of A$0.117. Participants in the Entitlement Offer will also be issued 1 free quoted option exercisable at A$0.225 each and expiring on the date that is 3 years from the date of issue ( Quoted Option ) for every 1 new Share subscribed for under the Entitlement Offer.

The Quoted Options will be in the same class as the free-attaching Quoted Options to be issued to each existing and sophisticated investor that participated in the Company’s placement announced on 22 December 2022 ( Placement ), subject to receipt of Shareholder approval at the Company’s general meeting intended to be held on 31 March 2023 ( General Meeting ).

Eligible Shareholders may also apply (in excess of their Entitlement) for new Shares and attaching Options not subscribed for by other Eligible Shareholders pursuant to the Entitlement Offer ( Top-Up Offer ), on the same terms as the Entitlement Offer.

The Company will apply for quotation of the Quoted Options subject to compliance with the requirements of ASX and the ASX Listing Rules, however, the Quoted Options will only be admitted to official quotation by ASX if the conditions for quotation of a new class of securities are satisfied.

The Company lodged a prospectus with ASIC on 10 March 2023 in respect of the Offers ( Prospectus ).

The Directors of Osteopore have indicated that they will be subscribing for all or part of their entitlements under the Entitlement Offer.

The Entitlement Offer is available to all shareholders registered at 5.00pm (AWST) on 16 March 2023 ( Record Date ) whose registered address is in Australia, New Zealand, Malaysia or Singapore ( Eligible Shareholders ). The Entitlement Offer (and Top-Up Offer) will close at 5.00pm (AEST) on 4 April 2023 ( Closing Date ).

Purpose of the Entitlement Offer

Funds raised from the Entitlement Offer will be used to:

• (a) support sales momentum;

• (b) develop and launch new breakthrough products;

• (c) secure regulatory clearances in new markets and provide capacity for continued exploration of potential partnerships and acquisition opportunities aimed at increasing Company value;

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• (d) provide general working capital; and

• (e) pay the costs of the Offers.

Further details in respect of the Company's intended use of funds is set out in the Prospectus.

Indicative Timetable

The Offers (as defined in the Prospectus) will be undertaken in accordance with the following indicative timetable:

Event	Date
Lodgement of Appendix 3B with ASX	10 March 2023 (after market close)
Lodgement of Prospectus with the ASIC and ASX	10 March 2023 (after market close)
Ex-date	15 March 2023
Record Date for determining Entitlements	16 March 2023
Despatch of Prospectus and Application Form	21 March 2023
Opening date for the Offers	21 March 2023
Last day to extend the Closing Date of the Offers (other than the Shortfall Offer and Lead Manager Offer)	Before noon (Sydney time) on 30 March 2023
Company holds General Meeting and ASX notified of results of the General Meeting	31 March 2023
Closing Date of the Offers (other than the Shortfall Offer and Lead Manager Offer) as at 5.00pm (AEST)*	4 April 2023
Securities under the Entitlement Offer, Top-Up Offer and Placement Option Offer quoted on a deferred settlement basis	5 April 2023
Announcement of results of Entitlement Offer and Top-Up Offer	12 April 2023
Issue date and lodgement of Appendix 2A with ASX applying for quotation of Shares and Quoted Options subscribed for under the Entitlement Offer, Top-Up Offer and Placement Option Offer	Before noon (Sydney time) on 13 April 2023
Quotation of Securities issued under the Entitlement Offer, Top-Up Offer and Placement Option Offer*	14 April 2023
Issue of Remaining Shortfall Securities under Shortfall Offer (if any) and Lead Manager Options under the Lead Manager Option Offer	By no later than 4 July 2023

• All dates (other than the date of the Prospectus and the date of lodgement of the Prospectus with ASIC and ASX) are indicative only. The Directors may extend the Closing Date in respect of the Entitlement Offer and Top-Up Offer by giving at least 3 Business Days' notice to ASX prior to the Closing

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Date. As such the date the Securities issued under the Offers are expected to commence trading on ASX may vary.

Top-Up Offer

Any new Shares not taken up pursuant to the Entitlement Offer (if any) will form part of the Top-Up Offer. Eligible Shareholders will be entitled to apply for additional new Shares under the Top-Up Offer. All Shares issued under the Top-Up Offer shall be issued on the same terms as the Shares being offered under the Entitlement Offer (including the issue price). Participants in the Top-Up Offer will also be issued 1 free Quoted Option for every 1 new Share subscribed for.

The Directors (in consultation with Cadmon Advisory Pty Ltd ( Lead Manager )) reserve the right to issue Shares under the Top-Up Offer at their absolute discretion (subject to any restrictions imposed by the Corporations Act and the Listing Rules) and pursuant to the allocation policy outline in Section 1.2 of the Prospectus. Accordingly, there is no guarantee that Eligible Shareholders who apply for Securities in excess of their Entitlement, pursuant to the Top-Up Offer, will receive such Securities.

Application for new Shares

Eligible Shareholders may apply for new Shares under the Entitlement Offer subject to such Applications being received by the Closing Date. Eligible Shareholders may also apply for new Shares in excess of their entitlements under the Top-Up Offer by completing the prescribed section on the Application Form designated to the Top-Up Offer and paying the appropriate Application Monies in accordance with the instructions set out on the Application Form.

Shortfall Offer

Any Shares which are not taken up in accordance with the Entitlement Offer or the Top Up Offer ( Remaining Shortfall Securities ) may be placed by the Company (in consultation with the Lead Manager) to new investors within 3 months of the Closing Date. Accordingly, the Prospectus will also incorporate an offer to new investors who have received an invitation to apply for Remaining Shortfall Securities ( Shortfall Offer ).

The issue price for each new Share to be issued under the Shortfall Offer shall be A$0.085, being the price at which new Shares are being offered under the Entitlement Offer. Participants in the Shortfall Offer will also be issued 1 free attaching Quoted Option for every 1 new Share subscribed for under the Shortfall Offer.

Any Remaining Shortfall Securities will be allocated at the discretion of the Company (in consultation with the Lead Manager) pursuant to the allocation policy outlined in Section 1.3 of the Prospectus. Accordingly, there is no guarantee that new investors will receive any Securities pursuant to the Shortfall Offer.

Lead Manager Fees

The Lead Manager has been engaged as lead manager and corporate advisor to the Entitlement Offer and for performance of their role will receive a $5,000 per month retainer, a management fee of 2% of the amount raised in the Placement and Offers, a selling fee of 4% of the amount raised in the Placement and Shortfall Offer, 10 million Quoted Options (of which 5 million are subject to Shareholder approval) and, if the Lead Manager places all Remaining Shortfall Securities under the Shortfall Offer, a further 5 million Quoted Options.

Further details in respect of the Lead Manager’s interests in the Company and the Offers are set out in the Prospectus.

Prospectus

Details of the Entitlement Offer are contained in the Prospectus. A copy of the Prospectus will be released on the ASX market announcements platform in conjunction with this announcement. The

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Directors of Osteopore urge you to read the Prospectus carefully and seek advice from your financial adviser if you have any queries.

This announcement has been approved for release by the Board of Osteopore.

For more information, please contact:

Mark Leong Executive Chairman Osteopore Limited +65 9011 7009 Mark_Leong@osteopore.com

About Osteopore Limited

Osteopore Ltd is an Australian and Singapore based medical technology company commercialising a range of products specifically engineered to facilitate natural bone healing across multiple therapeutic areas. Osteopore's patented technology fabricates specific micro-structured scaffolds for bone regeneration through 3D printing and bioresorbable material.

Osteopore's patent-protected scaffolds are manufactured using a proprietary manufacturing technique with a polymer that naturally dissolve over time to leave only natural, healthy bone tissue, significantly reducing post-surgery complications commonly associated with permanent bone implants. Our 3D printer technology is not available in the market and unique to Osteopore.

Forward-Looking Statements

Statements contained in this release, particularly those regarding possible or assumed future performance, revenue, costs, dividends, production levels or rates, prices, or potential growth of Osteopore Limited, are, or may be, forward-looking statements. Such statements relate to future events and expectations and, as such, involve known and unknown risks and uncertainties. Actual results may differ materially from those expressed or implied by these forward-looking statements depending on various factors.

Osteopore Limited (ACN 630 538 957)│ASX:OSX│16 Ord Street, West Perth│+618 9482 0500│www.osteopore.com