Total Brain : Proposed issue of securities - TTB

Proposed issue of securitiesAnnouncement Summary

Entity name

For personal use only

TOTAL BRAIN LIMITED

Announcement Type New announcement

Date of this announcement 5/4/2022

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

Proposed +issue date 8/4/2022

Refer to next page for full details of the announcementProposed issue of securities

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Proposed issue of securities

Part 1 - Entity and announcement details

1.1 Name of +Entity

TOTAL BRAIN LIMITED

For personal use only

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type ACN

Registration Number 094069682

1.3 ASX issuer code TTB

1.4 The announcement isNew announcement

1.5 Date of this announcement 5/4/2022

1.6 The Proposed issue is:

A placement or other type of issue

Proposed issue of securities

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Proposed issue of securitiesPart 7 - Details of proposed placement or other issue

For personal use only

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis?

No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)?

New class

Details of +securities proposed to be issued

Will the proposed issue of this +security include an offer of attaching +securities?

No

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)Have you received confirmation from Will the entity be seeking quotationASX that the terms of the proposed +securities are appropriate and equitable under listing rule 6.1?

No

ASX +security code

New class-code to be confirmed

Convertible Note

+Security type

+Convertible debt securities

of the 'new' class of +securities on ASX?

No

+Security description

Number of +securities proposed to be issued 1,278,485

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration?

Yes

Proposed issue of securities

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Proposed issue of securities

In what currency is the cash consideration being paid?

AUD - Australian Dollar

What is the issue price per +security?

AUD 1.00000

For personal use only

Will all the +securities issued in this class rank equally in all respects from their issue date?

Yes

+Convertible debt securities details

These securities are: Convertible

+Security currency AUD - Australian Dollar

Interest rate type Fixed rate

Frequency of coupon/interest payments per year

No coupon/interest payments

s128F of the Income Tax Assessment Act status applicable to the +security s128F exemption status unknown

Is the +security perpetual (ie. no maturity date)?

No

Select other features applicable to the +security

None of the above

Is there a first trigger date on which a right of conversion, redemption, call or put can be exercised (whichever is first)?

Type of security Convertible note or bond

Face value

AUD 1.0000

Maturity date 6/10/2023

No

Details of the type of +security that will be issued if the securities are converted, transformed or exchanged

TTB : ORDINARY FULLY PAID

Number of +securities that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest)

10,931,974

Proposed issue of securities

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Proposed issue of securities

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

For personal use only

Part 7C - Timetable

7C.1 Proposed +issue date 8/4/2022

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?

No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

10,931,974

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)?

No

• 7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?

  No

• 7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?

  No

• 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?

No

Part 7E - Fees and expenses

• 7E.1 Will there be a lead manager or broker to the proposed issue?

  No

• 7E.2 Is the proposed issue to be underwritten?

No

Proposed issue of securities

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