OSTEOPORE LIMITED — Capital/Financing Update 2024

Apr 1, 2024

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Dear Shareholder

Notice to Eligible Shareholders of Renounceable Entitlement Offer

On 13 March 2024 Osteopore Limited (the Company or OSX ) announced that it seeks to raise approximately $3,000,000, before costs, from the issue of up to approximately 103,286,890 fully paid ordinary shares (New Shares) and 20,657,378 free attaching options to subscribe for shares, via a pro rata renounceable rights offer ( Offer or RRI ).

Under the Offer, for every one (1) share held, Eligible Shareholders (being shareholders with an address in Australia, New Zealand, Malaysia or Singapore on the register as at 18 March 2024 ( Record Date )) will be entitled ( Entitlement ) to subscribe for ten (10) New Shares. For every five (5) New Shares issued, shareholders will receive one (1) free attaching unlisted option ( Option ). Each Option will be exercisable at $0.0387 and have a term of 24 months from 2 April 2024.

In addition to subscribing for their Entitlements, Eligible Shareholders may apply for the shortfall. Allocation of Additional New Shares under the Shortfall Offer will be at the discretion of the Board. To the extent commercially practicable and taking into account the Company’s requirements for funds, the Directors will endeavour to allot the Additional New Shares to a spread of Eligible Shareholders, in order to mitigate the control effects which may arise from issuing Additional New Shares to a single or small number of investors. If the Shortfall Offer is oversubscribed, scale back will be applied to applications under the Shortfall Offer on a pro-rata basis to the respective Shareholders of Eligible Shareholders.

The Entitlement Issue is made pursuant to a replacement prospectus lodged with the Australian Securities and Investments Commission ( ASIC ) on 2 April 2024 ( Prospectus ) and released to the Australian Securities Exchange ( ASX ) on the same date. The Prospectus is available on the Company’s website: www.osteopore.com or on the ASX website (company announcements section, ASX code:OSX): www.asx.com.au.

It is anticipated that the Company will send a communication to all Eligible Shareholders in Australia, New Zealand, Malaysia and Singapore on 2 April 2024 via their preferred communication preference which will contain instruction on how to access their personalised Entitlement and Acceptance Form and participate in the offer.

Proposed Timetable*

The current proposed timetable for the Entitlement Issue is set out below. The dates are indicative only and the Company reserves the right to vary the dates subject to the Corporations Act 2001 (Cth), the Listing Rules of the ASX ( Listing Rules ) and other applicable law.

Event	Date
Original Prospectus Lodgement Date	13 March 2024
Announcement of Prospectus & Appendix 3B with ASX	13 March 2024
“Ex” date	15 March 2024
Rights start trading	15 March 2024
Record date to determine Entitlements	18 March 2024
Prospectus with Application Form dispatched	19 March 2024
Entitlement Offer opens for receipt of Applications	19 March 2024
Rights trading ends at close of trading	22 March 2024
Securities quoted on a deferred settlement basis	25 March 2024
Last day to extend the Closing Date (before noon AEDT)	26 March 2024
Prospectus Lodgement Date	2 April 2024

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Closing Date as at 5.00pm	2 May 2024
Announcement of results of the Entitlement Offer	6 May 2024
Issue of New Shares and New Options and lodgement of Appendix 2A with ASX applying for quotation of New Shares	8 May 2024
Quotation of New Shares issued under the Offer	9 May 2024

This timetable is indicative only and subject to change. The Company reserves the right to vary the above dates, subject to the ASX Listing Rules and Corporations Act.

Actions required of eligible shareholders.

There are a number of actions eligible shareholders may take:

 If you wish to subscribe for all or part of your Entitlement, you are required to make payment for your nominated portion of your Entitlement via BPAY® or EFT by following the instructions on your personalised Application Form. To take up all or some of your Entitlements you will need to ensure your application money for the Entitlements you wish to take up is received by Automic Group (Share Registry) by no later than 5.00pm on 2 May 2024. To make payment for your nominated portion of your Entitlement via BPAY® or EFT follow the payment instructions on your personalised Entitlement and Application Form. To access your personalised Entitlement and Application Form please visit https://investor.automic.com.au/#/loginsah.

 Eligible Shareholders may, in addition to their Entitlement, apply for Additional New Shares regardless of the size of their present holding in connection with the Shortfall Offer. To apply for Additional New Shares, you must make a payment for more than your Entitlement via BPAY® or EFT by following the instructions on your personalised Application Form. The excess will be taken to be an application for Additional New Shares under the Shortfall Offer.

The allocation of Additional New Shares is at the Company’s absolute discretion as per the allocation policy described in the Replacement Prospectus. Accordingly, your Application for Additional New Shares may be scaled back and Application Monies returned to you. The Company’s decision on the number of Additional New Shares to be allocated to you will be final.

 You may transfer all or part of your Entitlement to or from another person on the CHESS sub register. To do this you must engage your CHESS controlling participant (usually your stockbroker). If the transferee wants to exercise some or all of the Entitlement, you should follow your stockbroker’s instructions as to the most appropriate way to take up the Entitlement on their behalf. The Application Monies for New Shares the transferee of the Entitlement wants to acquire must be received in accordance with this Prospectus.

 You may do nothing. If you choose to do nothing with your Entitlements, while you will continue to hold the same number of Shares, your interest in the Company will be diluted and you will receive no value for your Entitlement.

Information required to be given to you in accordance with Listing Rules:

Pursuant to the Listing Rules, the Company is required to provide you with certain information before proceeding with the Entitlement Issue. This letter contains all the information required by Appendix 3B of the Listing Rules which was provided to the ASX on 13 March 2024.

1. On the basis that the Offer is fully subscribed, up to 103,286,890 fully paid shares and up to 20,657,378 free attaching options will be issued pursuant to the Entitlement Issue.

2. There is no minimum subscription for the Entitlement Offer.

3. Eligible shareholders may, in addition to their Entitlement, apply for such Additional New

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Shares, regardless of the size of their present holding, where they have exercised their full entitlement.

1. If the Shortfall Offer is oversubscribed, scale back will be applied to applications under the Shortfall Offer on a pro-rata basis to the respective shareholders of Eligible Shareholders.

2. The Shares issued under the Entitlement Issue will rank equally in all respects from the date of allotment with the existing class of quoted Shares.

3. The issue price of the Shares will be $0.029 each.

4. The free attaching options have an exercise price of $0.0387 each and an expiry date of 24 months from 2 April 2024.

5. The Company will apply for quotation of the Shares on ASX.

6. The Shares will be fully paid ordinary shares in the capital of the Company.

7. The funds raised by the Entitlement Issue will be used primarily to support sales momentum, develop and launch new breakthrough products, secure regulatory clearances in new markets, provide capacity for continued exploration of potential partnerships and acquisition of complementary technologies and business aimed at increasing Company value, provide general working capital; and to pay the costs of the Offer.

8. It is expected that the Shares will be entered into uncertificated holdings on 8 May 2024.

9. The total number and class of all securities of the Company quoted on the ASX (including the maximum number of Shares and Options to be issued under the Entitlement Issue, including oversubscriptions, will be as follows:

Number	Class
113,615,579	Fully paid ordinary shares
24,180,042	Unlisted options to acquire fully paid ordinary shares (exercisable at $0.0387 each on or before a date which is 24 months from date of issue)
3,510,164	Listed options to acquire fully paid ordinary shares (exercisable at $3.375 each on or before 24 April 2026)
900,004	Performance rights
12,500	Unlisted options to acquire fully paid ordinary shares (exercisable at $9.36 each on or before 24 November 2025)

1. The Company currently has no dividend policy.

2. The Entitlement Issue is renounceable. This means that eligible shareholders who do not wish to subscribe for all or some of the Shares offered under the Entitlement Issue are able sell or trade any of their respective Entitlement.

3. The Shares to be offered under the Entitlement Issue will be offered on the basis of ten (10) New Shares for every one (1) Share held by eligible shareholders at 5.00pm WST on the Record Date. One (1) free attaching Option will be issued for every five (5) New Shares issued.

4. The offer under the Entitlement Issue relates to ordinary fully paid shares in the capital of the Company.

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1. The Record Date to determine Entitlements is 18 March 2024.

2. The Ex-date is 15 March 2024.

3. The Company only has one register.

4. Eligible shareholders will be offered ten (10) New Shares for every one (1) Share held on the Record Date. Fractional Entitlements will be rounded up.

5. The Company will not be offering securities under the Entitlement Issue to any shareholders who are not recorded on the Company register as resident in Australia, New Zealand, Malaysia and Singapore as at the Record Date.

6. The Closing Date for receipt of acceptances is 5.00pm WST on 2 May 2024.

7. The Company will pay Advance Capital Partners Pte Ltd a fee of up to $90,000 (being 3% of the proposed maximum subscription of $3,000,000) as a result of the Entitlement Offer (in the event the Entitlement Offer is fully subscribed).

8. The Company has appointed ACNS Capital Markets Pty Ltd, trading as Alto Capital, as its nominee to sell the Entitlements of Ineligible Shareholders in accordance with section 9A(3) of the Corporations Act (the Nominee Appointment). In connection with the Nominee Appointment, the Company will pay the Nominee a fee of $10, 000 plus GST.

9. The Prospectus for the Entitlement Issue and the accompanying Entitlement and Acceptance Form will be sent to shareholders on 19 March 2024. The Replacement Prospectus and the accompanying Entitlement and Acceptance Form will be sent to shareholders on 2 April 2024.

10. The latest date for entry of the securities offered under the Entitlement Issue into your security holdings is 2 May 2024.

This letter is not a prospectus and does not constitute an offer of securities. An offer of securities under the Entitlement Issue will only be made in, or accompanied by, a copy of the Replacement Prospectus sent to all eligible shareholders. Before deciding whether to apply for Securities under the Entitlement Issue, you should consider the terms of the Prospectus carefully. If in doubt, consult with your professional adviser.

For enquiries concerning the Application Form, your Entitlement or general enquiries, please contact the Share Registry on 1300 288 664 (within Australia) and +61 2 9698 5414 (outside Australia) or consult your professional advisor. Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on +61 2 8072 1400. You should also consult your stockbroker, solicitor, accountant or other suitably qualified professional adviser to evaluate whether or not to participate in the Offers.

Yours faithfully

Mark Leong Executive Chairman Osteopore Limited

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