SonderMind Inc. entered into an agreement to acquire Assets of Total Brain Limited for $10 million on August 5, 2022. An additional payment of $3 million may become payable on completion if the Company implements a previously executed clinical services agreement with one of its key customers by August 22, 2022. This would require the commencement of the Company's platform being made available to the client's patients on terms acceptable to SonderMind. The payment is not pro rated and there is no guarantee TTB will become entitled to this payment. The additional payment of $3 million will not become payable to the Total Brain Limited (ASX:TTB) under the Agreement. A summary of the Agreement is set out in Annexure A to this announcement. The Agreement contains customary exclusivity obligations for a public company transaction which are set out in full in Annexure B to this announcement. The TTB Board intends to use the purchase consideration to: • pay transaction fees;• pay outstanding liabilities of the TTB Group, including the convertible note to Zoltan Varga;2 and• following these payments, conduct a share buy-back enabling shareholders to liquidate their investment in the Company. The Proposed Transaction is subject to a number of conditions (Conditions) which must be satisfied or waived for completion to occur, including:• approval of the Proposed Transaction by TTB shareholders by ordinary resolution in accordance with ASX Listing Rule 11.2;• no breach of warranty by SonderMind;• no breach of warranty by the TTB Group• no material adverse change occurring in relation to the TTB Group;• receipt of material third party consents to assign or novate contracts to SonderMind;• no insolvency event occurring in respect of any member of the TTB Group;• key employees accepting employment with SonderMind; and• agreement of the terms on which interim funding is provided by SonderMind to the TTB Group. The transaction is expected to be completed by late September 2022.
As of October 31, 2022, Share holders of Total Brain Limited approved the deal and all Conditions which are capable of satisfaction prior to completion under the Sale Agreement have now either been satisfied or are proposed to be waived. The transaction is expected to complete on November 1, 2022. Isaac West of Jones Day acted as legal advisor to Total Brain Limited. As of February 14, 2023. Following approval by shareholders at the Extraordinary General Meeting of Total Brain Limited held on February 1, 2023, ASX has confirmed that Total Brain will be removed from the official list of ASX at close of trade on March 1, 2023. The Payment Date for the Capital Return, which was also approved by shareholders at the Company's recent Extraordinary General Meeting, is February 14, 2023. As advised on January, 11 2023, the Capital Return will be made by direct credit (also known as electronic funds transfer (EFT)) to each shareholder's nominated bank account held by the share registry. No cheques will be issued

SonderMind Inc. completed the acquisition of Assets of Total Brain Limited on November 1, 2022.