Avenira : Entitlement Issue Prospectus

AVENIRA LIMITED ACN 116 296 541

ENTITLEMENT ISSUE PROSPECTUS

For a non-renounceable entitlement issue of one (1) Share for every eight (8) Shares held by those Eligible Shareholders at an issue price of $0.013 per Share to raise up to $1.45 million (based on the number of Shares on issue as at the date of this Prospectus) together with one (1) attaching Option (New Option) for every three (3) Shares subscribed for and issued (Entitlement Offer).

The Entitlement Offer is fully underwritten by Au Xingao Investment Pty Ltd (ACN 603 261 052) (Underwriter). Refer to Section 11.5 for details regarding the terms of the Underwriting Agreement.

IMPORTANT NOTICE

This Prospectus under section 713 of the Corporations Act contains important information for you as a Shareholder and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

The Securities offered by this Prospectus should be considered as highly speculative.

CONTENTS

• 1. CORPORATE DIRECTORY ............................................................................................ 1

• 2. TIMETABLE ................................................................................................................ 2

• 3. IMPORTANT NOTES ................................................................................................... 3

• 4. BRIEF INSTRUCTIONS FOR ACCEPTANCE OF THE ENTITLEMENT OFFER ........................ 7

• 5. INVESTMENT OVERVIEW ........................................................................................... 8

• 6. DETAILS OF THE ENTITLEMENT OFFER ....................................................................... 13

• 7. PURPOSE AND EFFECT OF THE ENTITLEMENT OFFER .................................................. 20

• 8. RIGHTS AND LIABILITIES ATTACHING TO SHARES ....................................................... 24

• 9. RIGHTS AND LIABILITIES ATTACHING TO NEW OPTIONS ............................................ 26

• 10. RISK FACTORS .......................................................................................................... 28

• 11. ADDITIONAL INFORMATION ..................................................................................... 34

• 12. DIRECTORS' AUTHORISATION ................................................................................... 42

• 13. GLOSSARY ................................................................................................................ 43

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1.

CORPORATE DIRECTORY

Directors

Brett Clark

(Executive Chairman & CEO)

Kevin Dundo

(Non-executive Director)

Winnie Lai Hadad

(Non-executive Director)

Registered Office

Suite 6, 100 Mill Point Road

South Perth WA 6151

Principal Place of Business

Suite 6, 100 Mill Point Road

South Perth WA 6151

Roger Harris

(Non-executive Director)

Email Address

[e-mail]

Dr Geoffrey Xue

(Non-executive Director)

Company Secretary

Graeme Smith

Share Registry

Computershare Investor Services Pty Ltd

Level 11

172 St Georges Terrace PERTH WA 6000

Telephone (Aust): 1300 850 505

Telephone (Overseas): [phone]

Auditor*

Hall Chadwick WA Audit Pty Ltd

283 Rokeby Road

Subiaco WA 6008

Internet Address

www.avenira.com

STOCK EXCHANGE LISTING

Avenira Limited shares are listed on the:

Australian Securities Exchange (Code: AEV)

Underwriter

Au Xingao Investment Pty Ltd

*This entity is included for information purposes only. It has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus.

1

2.

TIMETABLE

Lodgement of Prospectus with ASIC	28 March 2022
Lodgement of Prospectus with ASX and lodgement of Appendix 3B	28 March 2022
Ex date	30 March 2022
Record Date for determining Entitlements	31 March 2022
Prospectus sent out to Eligible Shareholders and Opening Date of the Offer	4 April 2022
Last day to extend the Closing Date of the Entitlement Offer	14 April 2022
Closing Date*	21 April 2022
Shares quoted on a deferred settlement basis	22 April 2022
Issue of New Shares and New Options	29 April 2022
Dispatch date of holding statements	2 May 2022
Trading commences for New Shares	2 May 2022

*The Directors may extend the Closing Date by giving at least 3 Business Days' notice to ASX prior to the Closing Date. As such the date the Shares are expected to commence trading on ASX may vary.

• 3. IMPORTANT NOTES

  This Prospectus is dated 28 March 2022 and was lodged with the ASIC on that date. The ASIC, ASX and their respective officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

  No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

  No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

  It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Securities the subject of this Prospectus should be considered highly speculative.

  Applications for Securities offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form.

  This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act. ASX maintains a data base of publicly disclosed information about the Company and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

  This Prospectus is also being issued to remove any secondary trading restrictions that attach to Shares issued by the Company prior to the date of this Prospectus in accordance with section 708A(11)(b)(i) of the Corporations Act.

• 3.1 Not investment or financial product advice

  The information provided in this Prospectus is not investment, financial product, legal, taxation or other advice and has been prepared without taking into account your particular objectives, financial situation or needs (including tax issues) as an investor. The Company does not provide financial product advice in respect of its securities or any other financial products and is not licensed to do so. You should carefully read the whole of this Prospectus and consider all of the risk factors that could affect the performance of the New Shares or the New Options or the Company in light of your own particular objectives, financial situation and needs before deciding whether to subscribe for Securities in the Company. If you have any questions, you should contact your financial or other professional adviser for advice.

• 3.2 Continuous disclosure obligations

  The Company is a "disclosing entity" (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable