Total Brain : Investor Presentation (July 2021)

For personal use only

Digital Mental Health Care Assistant

Capital Raising Presentation

Released on 21 July 2021

Not for release to US wire services or distribution in the United States

Disclaimer

For personal use only

This presentation is issued by Total Brain Limited (ASX: TTB) (Total Brain, the Company or we) in relation to a proposed placement of new fully paid ordinary shares in the Company (New Shares) and options to acquire shares (New Options) to eligible institutional, sophisticated or professional investors (Placement), and a pro rata non-renounceable entitlement offer of New Shares and New Options to all eligible shareholders of the Company (Entitlement Offer, and together with the Placement, the Offer). The Placement is not underwritten. The Company and the Underwriter reserve the right to withdraw the Offer or vary the Offer. The Entitlement Offer and offer of New Options under the Placement is to be made under a transaction specific prospectus prepared in accordance with section 713 of the Corporations Act. This presentation is to be held confidentially by you and may not be shared by you with third parties.

This presentation contains general background information about the Company's activities current as at the date of this presentation. The information is given in summary form and does not purport to be complete. It should be read in conjunction with the Company's periodic and continuous disclosure announcements which are available at www.totalbrain.com and at www.asx.com.au. This presentation is not an offer to sell, or any sale, of securities in the Company.

This presentation does not take into account the financial situation, investment objectives, tax situation or particular needs of any person and nothing contained in this presentation constitutes investment, legal, tax, accounting or other advice, nor does it contain all the information which

would be required in a disclosure document or prospectus prepared in accordance with the requirements of the) (Corporations Act). Readers or recipients of this presentation should, before making any decisions in relation to their investment or potential investment in the Company, consider the appropriateness of the information having regard to their own individual investment objectives and financial situation and seek their own professional investment, legal, taxation and accounting advice appropriate to their particular circumstances.

Total Brain has made every effort to ensure that the information in this presentation is accurate. However, its accuracy, reliability or completeness cannot be assured. To the maximum extent permitted by law, the Company and its related bodies corporate and affiliates, and their respective directors, officers, partners, employees, agents and advisers (together, the Company Parties) and the Underwriter, its respective related bodies corporate and affiliates, and their respective directors, officers, partners, employees, agents and advisers (together, the Underwriter Group) each expressly disclaim all liability (including, without limitation, any liability for fault or negligence) for any direct or indirect loss or damage which may be suffered by any person in relation to, and take no responsibility for, any information in this presentation or any error or omission therefrom, and make no representation or warranty, express or implied, as to the currency, accuracy, timeliness, reliability or completeness of the information contained in this presentation. The Underwriter Group has not caused or authorised the issue, submission, dispatch or provision of this presentation, nor do they make any recommendation as to whether any potential investor should participate in the offer of New Shares and New Options. The Underwriter Group does not make and does not purport to make any statement in this presentation and there is no statement in this presentation which is based on any statement by the Underwriter Group. Further, no member of the Underwriter Group accepts any fiduciary obligations to or relationship with any investor or potential investor in connection with the Offer or otherwise. Members of the Underwriting Group may have interests in the securities of the Company, including being directors of, or providing investment banking services to, the Company. Further, they may act as a market maker or buy or sell those securities or associated derivatives as principal or agent.

This presentation includes forward looking statements (e.g. phrases with "will" "may", "would", "anticipate", "expect" and other statements about future events, results or outcomes) regarding our belief, intent or expectations with respect to the Company's businesses, market conditions and/or results of operations, and while our management believes reasonable assumptions have been made, the Company's actual results may vary in a material and adverse manner, nothing herein is a guarantee of future performance and you are cautioned not to place undue reliance on such statements. Except to the extent required by law, the Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this presentation. Past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.

Any investment in the Company is subject to various risks, including but not limited to, our technology and science not meeting current expectations, intellectual property challenges, competition in the market, insufficient customer acquisition, legal and regulatory limitations in certain jurisdictions, privacy issues, among others. Prospective investors should have regard to the risks outlined in this presentation when making their investment decision.

This presentation may not be distributed or released in in the United States. This presentation does not constitute an offer to sell, or solicitation to an offer to buy any securities in the United States or in any other jurisdiction which would be illegal. New Shares and New Options to be offered and sold under the Offer set out in this Presentation have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act) or under the securities act of any other state or other jurisdiction in the United States. Accordingly, the New Shares and New Options may not be offered or sold, directly or indirectly, in the United States, unless they have been registered under the U.S. Securities Act, or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act any other applicable state securities laws.

The distribution of this presentation in other jurisdictions outside Australia may also be restricted by law and any restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. See the section of this Presentation entitled "International Selling Restrictions". By accepting this presentation, you warrant and represent that you are entitled to receive this presentation in accordance with the above restrictions and agree to be bound by the limitations therein.

By attending an investor presentation or briefing, or by accepting, accessing or reviewing this presentation, you acknowledge and agree to the terms set out in this disclaimer.

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Executive Summary

only	•	Neuroscience-based digital mental health platform
•	Powered by unique scientific assets developed over 20 years with A$50M of R&D funding
	The Total Brain
	•	World's largest standardized neuroscientific database supported by 300 publications and 20+ clinical trials
	platform
	•	Product is highly-scalable platform generating attractive SaaS revenues across B2B Corporate, Affinity, and Clinical markets
		•	H2 2021 represents a significant inflection point for revenue growth - CY20 forecasted ARR of over $6.5m representing 85% YoY growth
	Global mental	•	19% of people have a clinical mental health condition such as depression, anxiety, or PTSD and 51% are at risk1,2
usehealth	•	Mental health is expected to be a US$16 trillion global problem by 20305
	opportunity	•	It costs organizations an incremental US$17,000 per employee per year when a person comes to work with a clinical condition that is untreated4
personal
	Highly-scalable	•	30+ enterprise-level clients in Blue Chip partners such as IBM, Boeing, and Nationwide validate commercial potential
	business model	•	Long-term contract structures with 88%+ revenue retention and significant expansion potential once entered into
	Significant near-	• Partnership with IBM launching with Veterans Affairs administration (A$590k ARR at launch, with an opportunity to scale up to A$15.6M)
	• A$6M+ partnership with Hamptons Life focused on an integrated mental + physical health solution for D2C market
	term growth
	• Insurance-reimbursable product in the clinical market targeting 18k+ mental health and addition clinics in the U.S.
		•	The Company is seeking to raise approximately A$6.5m by way of a Placement and 1 for 7 Entitlement Offer
	Offer details	•	Each 2 placement and entitlement offer shares will have 1 free listed option attached
	•
For	Funds raised will be used to (i.) scale IBM partnership (ii.) build and launch D2C business with Hamptons Life, (iii.) scale clinical business with insurance reimbursable
			product, (iv.) scale B2B Corporate via Mental Health Index and partnerships with care delivery platforms, and (v.) partial settlement of shareholder loans
		•	On 25 June 2021, the Company entered into a A$1.8M unsecured loan agreement with select shareholders and a third-party for a 5-month period
	Shareholder Loans	•	The Company will repay A$667k of the loan to David Daglio (NED), David Torrible (NED), Louis Gagnon (MD/CEO), and Matt Mund (COO) with proceeds from the offer
		•	All of the above individuals expect to take up their full rights and to sub-underwrite the rights issue for a total of A$300k in additional funds

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Board of Directors / Executive Team

ExecutiveForTeampersonal useBoD only

Evian Gordon, MD, PhD

Chairman

Brain Resource (Founder)

Matt Resteghini,

CMO

Randstad Digital Ventures,

Monster Worldwide

Louis Gagnon

Managing Director

TPG (Ride), Amazon, Yodle

Donna Palmer, PhD,

CSO

Brain Resource

Matthew Morgan,

Non-Executive Director

Millers Point, Sensera, Think Mobility

Matt Mund,

COO

Monster Worldwide, IBM

David Torrible

Non-Executive Director

Goldman Sachs, Jardine Fleming

Emil Vasilev,

VP Finance

Ride, Corsair Capital, Barclays

Capital

Dave Daglio

Non-Executive Director

BNY Mellon, Deloitte

Melissa Frieswick,

CRO

Maven, Virgin Pulse, Cigna

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Mental Health Crisis

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Total Brain is filling critical gaps across a continuum of needs

use

Mental Health Continuum

At Risk of a Mental Condition (51%)2

Crisis Time

(70% sub-optimal)

For personal

		Likely to seek care		Unlikely to seek care		34% In		66% Not
Do not need care
			care3		In Care3

Care	Incremental cost of US$17,000 per yr per untreated person4	($16T by 20305)
Gap 1

Care	Sub-optimal care for those in care, less human performance the healthy
Gap 2
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1. Self-Monitorstress, mental health and risk
2. Get care referrals when needed
3. Self-Care(reduce stress or build emotional/cognitive capacity)

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2

Deliver mass savings for Gov Agencies, Providers and Employers

Enable mass healing and human performance improvement

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