Toys"R"Us ANZ : Prospectus Mercer Securities and Cleansing

Prospectus

Toys'R'Us ANZ Limited ACN 063 886 199

Issue of:

1. Up to 28,500,000 Shares to Mercer on a pre-Consolidation basis

(2,850,000 on a post-Consolidation basis);

1. Up to 793,000 Convertible Notes with a face value of $1 per
   Convertible Note to Mercer;
2. Up to 41,666,667 Convertible Security Options to Mercer on a

pre-Consolidation basis (4,166,667 on a post-Consolidation

basis);

1. Up to 71,428,571 Loan Options to Mercer on a pre-
   Consolidation basis (7,142,858 on a post-Consolidation basis);

and

1. 10,638,298 Shares at an issue price of $0.0094 per Share to the Company's Chief Executive Officer on a pre-Consolidation basis,

(together, the Offers)

This is an important document and should be read in its entirety. If, after reading this document, you have any questions about the securities being offered for issue under it or any other matter, you should contact your stockbroker, solicitor, accountant or other professional adviser.

This is a transaction-specific prospectus issued in accordance with section 713 of the Corporations Act 2001 (Cth) and ASIC Corporations (Offers of Convertibles) Instrument 2016/83.

Legal Adviser

Table of contents

IMPORTANT NOTICES --------------------------------------------------------------------------------------	1
Letter from the Chairman ----------------------------------------------------------------------------------	1
1	Investment overview-------------------------------------------------------------------------------	3
2	Details and effect of the Offers--------------------------------------------------------------------	9
3	How to apply ---------------------------------------------------------------------------------------	11
4	Financial information------------------------------------------------------------------------------	13
5	Risk factors-----------------------------------------------------------------------------------------	16
6	Material agreements ------------------------------------------------------------------------------	21
7	Additional information ----------------------------------------------------------------------------	28
Glossary -----------------------------------------------------------------------------------------------------	33
Corporate directory ----------------------------------------------------------------------------------------	36

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IMPORTANT NOTICES

General

This Prospectus is dated 23 May 2024. A copy of this Prospectus was lodged with ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or the merits of any investment under this Prospectus. No New Shares Convertible Notes or New Options will be allotted or transferred on the basis of this Prospectus after the expiry date. This Prospectus expires on 23 June 2025.

No person may give any information or make a representation about the Offers, which is not in this Prospectus. Information or representations not in this Prospectus must not be relied on as authorised by the Company, or any other person, in connection with the Offers.

This Prospectus provides information for the Applicants to decide if they wish to invest in TOY. Read this document in its entirety. Examine the assumptions underlying the risk factors that could affect the financial performance of TOY. Consider these factors carefully in light of your personal financial circumstances. Seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest. The Offers do not take into account the investment objectives, financial situation or needs of particular investors.

The Company will apply to ASX within seven days of the date of this Prospectus for Official Quotation by ASX of the New Shares the subject of the Offers.

Transaction Specific Prospectus

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities and has been prepared in accordance with section 713 of the Corporations Act and ASIC Corporations (Offers of Convertibles) Instrument 2016/83. 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 and certain matters may reasonably be expected to be known to investors and professional advisers that potential investors may consult.

Risk Factors

Applicants should be aware that subscribing for New Shares or New Options involves a number of risks. The key risk factors of which Applicants should be aware of are set out in section 5. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. Applicants should consider consulting their professional advisers before deciding whether to apply for New Shares, Convertible Notes or New Options pursuant to this Prospectus.

Electronic prospectus

This Prospectus is available electronically at www.toysrus.com.au. Electronic versions of this Prospectus should be downloaded and read in their entirety. Obtain a paper copy of the Prospectus (free of charge) by telephoning 07 3010 9393. Applications for New Shares, Convertible Notes or New Options may only be made on the Application Form attached to this Prospectus or in its paper copy form downloaded in its entirety from www.toysrus.com.au.

Foreign selling restrictions

No action has been taken to register or qualify the New Shares or the Offers in any jurisdiction outside Australia, or otherwise to permit a public offering of the New Shares, Convertible Notes or New Options outside Australia.

The Prospectus does not constitute an offer or invitation in any jurisdiction where, or to any person to whom, the offer or invitation would be unlawful. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of those restrictions. Any failure to comply with the restrictions may constitute a violation of applicable securities laws.

Each Applicant warrants and represents that they will not offer or sell the New Shares, Convertible Notes or New Options in the United States or in any other jurisdiction outside Australia, or to a United States person, except in transactions exempt from registration under the US Securities Act 1933 as amended, and in compliance with all applicable laws in the jurisdiction in which the New Shares, Convertible Notes or New Options are offered and sold.

Forward-looking statements

Statements in this Prospectus may be forward looking statements.

Forward looking statements can be identified by the use of forward-looking terminology such as, but not limited to, 'may', 'will', 'expect', 'anticipate', 'estimate', 'would be', 'believe', or 'continue' or the negative or other variations of comparable terminology. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected.

The Directors' expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis. They are based on, among other sources, the examination of historical operating trends, data in the Company's records and other data available from third parties. There can be no assurance, however, that the Directors' expectations, beliefs or projections will give the results projected in the forward-looking statements. Investors should not place undue reliance on these forward-looking statements.

Additional risk factors that could cause actual results to differ materially from those indicated in the forward-looking statements are set out in section 5.

Exposure period

No exposure period applies to this Prospectus by operation of the Corporations Act in respect of the New Shares. To the extent that ASIC Corporations (Exposure Period) Instrument 2016/74 applies to this Prospectus, no exposure period will apply in respect of the New Options. In respect of the Convertible Notes, the Company must not process Application Forms during the seven day period after the date of lodgement of this Prospectus with ASIC, in accordance with s727(3) of the Corporations Act. This period may be extended by ASIC for up to a further seven days. This exposure period enables the Prospectus to be examined by ASIC and market participants. Application Forms accepting offers for Convertible Notes which are received during the exposure period will not be

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processed until after the expiry of that period. No preference will be given to Application Forms received during the exposure period.

Disclosure of sale offers for options, convertible or converting securities

The on-sale of Shares issued on exercise of the Convertible Notes or New Options which are issued under this Prospectus do not breach Part 6D.2 of the Corporations Act by relying on the relief provided under ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80.

Privacy

The Company and the Share Registry collect, hold and use personal information received from you to communicate and provide services to you as a Shareholder. The Company may disclose information to its agents, service providers (such as the Share Registry) and government bodies. The Company's privacy policy sets out how you may access, correct and update the personal information that the Company holds about you (by contacting the Share Registry), how you can complain about privacy related matters and how the Company responds to complaints.

Defined terms

Capitalised terms used in this Prospectus are defined in the Glossary.

Currency

Monetary amounts shown in this Prospectus are expressed in Australian dollars unless otherwise stated.

Photographs and diagrams

Photographs used in this Prospectus without descriptions are only for illustration. The people shown are not endorsing this Prospectus or its contents. Diagrams used in this Prospectus may not be drawn to scale. The assets depicted in photographs in this Prospectus are not assets of the Company unless otherwise stated.

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

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Letter from the Chairman

23 May 2024

Dear Shareholder

This Prospectus relates to the fully paid ordinary shares (New Shares) to be issued to each of Mercer and the Company's Chief Executive Officer and the offer of redeemable, unsecured convertible notes (Convertible Notes), Convertible Security Options and Loan Options (New Options) to be issued to Mercer only.

A consolidation of the issued capital of the Company was approved by the Shareholders on 17 May 2024, on the basis that every ten Shares on issue will be consolidated into one Share (Consolidation) with the effective date being 24 May 2024. As announced on 22 May 2024, the offer of the Mercer Shares, Convertible Notes and New Options to Mercer are given on a post-Consolidation basis and the offer of the Chief Executive Officer Shares are given on a pre-Consolidation basis.

As announced in the Company's notice of extraordinary general meeting dated 12 April 2024, the Company proposes to issue:

1. Up to 28,500,000 Shares to Mercer on a pre-Consolidation basis (2,850,000 on a post- Consolidation basis) pursuant to the convertible securities agreement the Company entered into with Mercer as announced to ASX on 20 March 2024 and 22 May 2024;
2. Up to 793,000 Convertible Notes to Mercer pursuant to the convertible securities agreement the Company entered into with Mercer in respect of funding of $700,000, as announced to ASX on 20 March 2024;
3. Up to 41,666,667 Convertible Security Options to Mercer on a pre-Consolidation basis (4,166,667 on a post-Consolidation basis) pursuant to the convertible securities agreement the Company entered into with Mercer as announced to ASX on 20 March 2024 and 22 May 2024;
4. Up to 71,428,571 Loan Options to Mercer on a pre-Consolidation basis (7,142,858 on a post- Consolidation basis) pursuant to the loan facility agreement entered by the Company with Mercer as announced to ASX on 20 March 2024 and 22 May 2024; and
5. 10,638,298 Shares to the Company's Chief Executive Officer, Ms Penny Cox, on a pre- Consolidation basis pursuant to a convertible securities agreement the Company entered into with her on 20 March 2024 whereby it was agreed that she would provide $100,000 of funding to the Company which, subject to shareholder approval and in accordance with the ASX Listing Rules, will convert the loan into new shares in TOY at a conversion price of $0.0094 per share.

Each of the above share and option issuances were approved by Shareholders on 17 May 2024.

The share issuance of 35,000,000 fully paid ordinary shares (RIOT Shares) in TOY to RIOT was approved by Shareholders on 17 May 2024. The RIOT Shares were issued on 21 May 2024 at an issue price of $0.010 per share. These shares are not offered under this Prospectus, however it is intended that this Prospectus will apply to the RIOT Shares.

Given the suspension of the Company's Shares in July 2023, this Prospectus has been prepared primarily for the purpose of section 708A(11) of the Corporations Act to remove any trading restrictions on any subsequent sale of the RIOT Shares, and as a result of the Offers being made in accordance with 713 of

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the Corporations Act to ensure that there are no trading restrictions on any subsequent sale of the New Shares and any shares issued on exercise of the New Options or conversion of the Convertible Notes.

The issue of New Shares is only available to Mercer (in respect of the Mercer Shares), and Penny Cox (in respect of the Chief Executive Officer Shares) (together, the Applicants). The issue of New Options and the Convertible Notes are only available to Mercer. An Application Form will be provided to those persons only.

I encourage you to read this Prospectus and the information referred to in it in its entirety before making an investment decision.

Yours faithfully

Kelly Humphreys

Non-Executive Director

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1 Investment overview

1.1	Summary offer details
		Terms of Mercer Offer	Details
		Mercer Shares
		Offer Price per Mercer Share	Nil
		Total number of Mercer Shares offered under this	28,500,000
		Prospectus on a pre-Consolidation basis
		Total number of Mercer Shares offered under this	2,850,000
		Prospectus on a post-Consolidation basis
		Convertible Notes
		Face value per Convertible Note	$1
		Conversion price per Convertible Note	As set out in the Mercer Convertible
			Securities Agreement
		Total number of Convertible Notes offered under this	793,000
		Prospectus
		Convertible Security Option
		Issue price per Convertible Security Option	Nil
		Exercise price per Convertible Security Option	As set out in the Mercer Convertible
			Securities Agreement
		Total number of Convertible Security Options offered	41,666,667
		under this Prospectus on a pre-Consolidation basis
		Total number of Convertible Security Options offered	4,166,667
		under this Prospectus on a post-Consolidation basis
		Loan Options
		Issue price per Loan Option	Nil
		Exercise price per Loan Option	As set out in the Mercer Convertible
			Securities Agreement
		Total number of Loan Options offered under this	71,428,571
		Prospectus on a pre-Consolidation basis
		Total number of Loan Options offered under this	7,142,858
		Prospectus on a post-Consolidation basis
		Terms of Chief Executive Officer Offer	Details
		Offer Price per Chief Executive Officer Share	$0.0094
		Total number of Chief Executive Officer Shares offered	10,638,298
		under this Prospectus on a pre-consolidated basis
		Total amount raised from Chief Executive Officer Share	$100,000
		issuance

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1.2	Important dates
		Event	Date
		Prospectus date	23 May 2024
		Opening date	23 May 2024
		Anticipated date of allotment of Chief Executive Officer Shares	24 May 2024
		Anticipated date of allotment of Convertible Notes, Mercer	31 May 2024
		Shares and New Options
		Closing Date (5:00pm, Sydney time)	3 June 2024
		Holding statements expected to be despatched	3 June 2024
		Expected date for Official Quotation of New Shares on ASX	3 June 2024

All dates and times are subject to change and are indicative only. All times are to Sydney time. The Company reserves the right to vary these dates and times without notice.

Opening and closing dates are subject to the exposure period. ASIC may extend the exposure period by up to seven calendar days in which case the opening date for the offer and other dates may be varied accordingly without notice.

1.3 Use of funds

Proceeds from the issue of the Chief Executive Officer Shares and Convertible Notes will be applied principally to fund working capital. No proceeds are being raised from the issue of Mercer Shares or New Options.

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1.4 Shareholding structure

The following table shows the shareholding structure of TOY on completion of the Offers:

Pre-Consolidation

Post-

Consolidation

Existing Shares on issue as at 22 May

1,125,663,176

112,566,318

2024 (the date of this Prospectus)

Approximate New Shares to be issued

39,138,298

3,913,830

under the Offers

Approximate total number of Shares

1,164,801,474

116,480,148

after the Offers

Existing Convertible Notes on issue as

Nil

at 22 May 2024 (the date of this

Prospectus)

Approximate Convertible Notes to be

793,000

issued under the Offers

Approximate total number of

793,000

Convertible Notes after the Offers

Pre-Consolidation

Post-

Consolidation

Existing Options on issue as at 22 May

5,114,846

511,485

2024 (the date of this Prospectus)

Approximate New Options to be issued

113,095,238

11,309,524

under the Offers

Approximate total number of Options

118,210,084

11,821,009

after the Offers

1.5

Potential questions and answers

Question

Answer

Section

Who is the issuer of

Toys'R'Us ANZ Limited ACN 063 886 199

Not applicable

this Prospectus?

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