Boston, United States Sydney, Australia 31 May 2018 AEST Investor Relations United States: Janell Shields +1 (781) 357-3280 investor@gidynamics.com | | GI Dynamics Announces Close of US$1.75 M Convertible Note and Warrant Financing from Crystal Amber BOSTON and SYDNEY – 31 May 2018 – GI Dynamics® Inc. (ASX:GID), a medical device company that is developing EndoBarrier® for patients with type 2 diabetes and obesity, is pleased to confirm that, further to the Company’s announcement on 2 May 2018, it has completed the US$1,750,000 convertible note and warrant financing from Crystal Amber Fund Limited. The financing was subject to approval by GI Dynamics’ stockholders, which approval was obtained and first announced at the Company’s Annual Meeting of Stockholders on 25 May 2018 Australian Eastern Standard Time (AEST). The US$1,750,000 convertible note is convertible into CHESS Depositary Interests (CDIs) of the Company at a conversion price of US$0.018 per CDI. As part of the financing, GI Dynamics has also issued 97,222,200 warrants to Crystal Amber Fund, which entitles Crystal Amber Fund to subscribe for up to 97,222,200 CDIs (representing 1,944,444 shares of common stock of the Company) with an exercise price of US$0.018 per CDI. Both the conversion price under the convertible note and the exercise price for the warrants are subject to potential adjustment as further detailed in the convertible note and the warrant agreements that were announced on 2 May 2018, respectively. Any CDIs to be issued upon the conversion of the convertible note or upon exercise of the warrant shall rank equally in all respects with all other CDIs on issue from the time of their allotment. Further details of the convertible note and the warrant are detailed in the Company’s announcement dated 2 May 2018 and the Notice of Annual Meeting announced on 15 May 2018 as well as the attached Appendix 3B. The Appendix 3B also sets out certain details of (i) the options that have been issued to the Company’s director, Juliet Thompson, under the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan and (ii) the convertible note issued to Crystal Amber Fund in June 2017, following certain approvals that were obtained from the stockholders at the Annual Meeting. |