Total Brain : Prospectus (ASX lodgment version)

Total Brain Limited

ACN 094 069 682

Prospectus

A pro rata non-renounceable fully underwritten entitlement offer of 1 New Share for every 7 Existing Shares held at an issue price of $0.26 per New Share to raise $4 million, with 1 free attaching New Option for every 2 New Shares with an exercise price of $0.36 that expires 12 months from the date of issue.

A placement of 4,807,692 Options to Placement Participants on the basis of 1 free attaching Option for every 2 Shares subscribed for by Placement Participants under the Placement.

Last date for acceptance and payment is 5:00 pm (AEST) on 12 August 2021 (unless extended)

This document is important and requires your immediate attention. It should be read in its entirety. Total Brain Limited is subject to regular reporting and disclosure obligations. A copy of this document, and other documents lodged with the Australian Securities and Investments Commission (ASIC) may be obtained from, or inspected at, an ASIC office.

If you have any questions, you should contact your stockbroker, solicitor, accountant or other professional adviser.

This is a transaction-specificprospectus issued in accordance with section 713 of the Corporations Act 2001 (Cth).

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OF AMERICA

CONTENTS

1.	DESCRIPTION AND EFFECT OF THE OFFERS.....................................................	8
	1.1	Overview of Entitlement Offer .............................................................................	8
	1.2	Overview of Placement Offer ...............................................................................	8
	1.3	Purpose of the Placement and Entitlement Offer...........................................	9
	1.4	No trading of Entitlements....................................................................................	9
	1.5	Opening and closing dates ..................................................................................	9
	1.6	Underwriting...........................................................................................................	10
	1.7	Sub-underwriting ..................................................................................................	15
	1.8	Eligibility of Shareholders ..................................................................................	15
	1.9	Rights attaching to New Shares........................................................................	16
	1.10	Rights attaching to New Options and Placement Options ........................	16
	1.11	Allotment of New Shares and New Options...................................................	16
	1.12	Prices of Shares ....................................................................................................	16
	1.13	Further information ..............................................................................................	16
	1.14	Foreign Shareholders (Entitlement Offer) ......................................................	16
	1.15	Foreign Restrictions (Placement Options).....................................................	17
2.	HOW TO APPLY ....................................................................................................	22
	2.1	Shareholder's choices.........................................................................................	22
	2.2	Taking up all of your Entitlement......................................................................	22

2.3 Taking up part of your Entitlement and allow for the balance to

	lapse .........................................................................................................................	23
2.4	Allow your Entitlement to lapse........................................................................	23
2.5	Consequences of not accepting your Entitlement.......................................	23
2.6	Payment...................................................................................................................	23
2.7	Entitlement and Acceptance Form is binding...............................................	23
2.8	Brokerage and stamp duty .................................................................................	25
2.9	Notice to nominees and custodians ................................................................	25

2.10 How to accept the Placement Offer (for Placement Participants

		only)..........................................................................................................................	26
3.	EFFECT OF THE OFFERS ON TOTAL BRAIN......................................................	27
	3.1	Effect of the Placement and Entitlement Offer..............................................	27
	3.2	Effect on Consolidated Statement of pro forma Financial Position........	27
	3.3	Potential dilutionary impact on Shareholders...............................................	29

TABLE OF CONTENTS

(continued)

Page

3.4 Potential impact of Entitlement Offer and Placement on control of

		Total Brain...............................................................................................................	29
4.	RISK FACTORS.....................................................................................................	31
	4.1	Introduction ............................................................................................................	31
	4.2	Risks specific to the Offers................................................................................	31
	4.3	Risks specific to Total Brain..............................................................................	31
	4.4	General risks ..........................................................................................................	33
	4.5	Other risks ..............................................................................................................	34
5.	ADDITIONAL INFORMATION ................................................................................	35
	5.1	Transaction specific prospectus ......................................................................	35
	5.2	Information available to Shareholders ............................................................	35
	5.3	Rights attaching to New Shares........................................................................	35
	5.4	Rights attaching to New Options and Placement Options ........................	36
	5.5	Corporate Governance ........................................................................................	38
	5.6	Litigation .................................................................................................................	39
	5.7	Interests of Directors ...........................................................................................	39
	5.8	Interests of named persons ...............................................................................	39
	5.9	Consents .................................................................................................................	40
	5.10	Expenses of the Offers........................................................................................	40
	5.11	Electronic Prospectus .........................................................................................	40
6.	DIRECTORS' AUTHORISATION ...........................................................................	41
7.	DEFINITIONS.........................................................................................................	42

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IMPORTANT NOTICES

This Prospectus is dated 21 July 2021 and was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates. The Prospectus expires 13 months after the date of this Prospectus. No securities will be issued on the basis of this Prospectus any later than 13 months after the date of issue of this Prospectus.

This Prospectus contains offers of continuously quoted securities (as defined in the Corporations Act) and options to acquire continuously quoted securities and has been prepared in accordance with section 713 of the Corporations Act. 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 Total Brain 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 whom potential investors may consult.

Total Brain may make additional announcements after the date of this Prospectus and throughout the period that the Offers are open that may be relevant to your consideration about whether you should participate in the Offers.

No party other than Total Brain has authorised or caused the issue of this Prospectus, or takes any responsibility for, or makes, any statements, representations or undertakings in this Prospectus or for any action you take in reliance on this Prospectus.

The Lead Manager is managing the Offers and underwriting the Entitlement Offer. The Lead Manager has not authorised, permitted or caused the issue or lodgement, submission, dispatch or provision of this Prospectus and there is no statement in this Prospectus which is based on any statement made by it or by any of its respective affiliates, officers or employees. To the maximum extent permitted by law, the Lead Manager and each of its affiliates, officers, employees and advisors expressly disclaim all liabilities in respect of, make no representations regarding, and take no responsibility for, any part of this Prospectus other than references to their respective names and make no representation or warranty as to the currency, accuracy, reliability or completeness of this Prospectus.

By returning an Application Form or otherwise making payment through BPAY® in accordance with the instructions on the Application Form, you acknowledge that you have read this Prospectus and you have acted in accordance with, and agree to the terms of, the applicable Offer as detailed in this Prospectus.

Foreign offers

This Prospectus and the accompanying Application Forms do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make that offer or invitation. In particular, this Prospectus does not constitute an offer to Ineligible Shareholders to participate in the Entitlement Offer and may not be distributed in the United States of America and the New Securities may not be offered or sold, directly or indirectly, to persons in the United States of America, unless such person is otherwise determined by Total Brain to be eligible.

This Prospectus is not to be distributed in, and no offer of New Securities is to be made in countries other than Australia, New Zealand and Hong Kong (and Canada in respect of the Placement Options only) to the extent the

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offer can be made in accordance with applicable securities laws (see sections 1.14 and 1.15 for restrictions). The distribution of this Prospectus (including an electronic copy) in other jurisdictions may be restricted by law and, therefore, persons who come into possession of this Prospectus should seek advice on and observe these restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Offers, the Entitlements, the New Securities, or otherwise permit the public offering of the New Securities, in any jurisdiction other than Australia.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Each Application will be subject to all requisite authorities and clearances being obtained for Total Brain to lawfully receive any or all of the Application Monies.

Definitions, currency and time

Defined terms used in this Prospectus are contained in section 7. All references to currency are to Australian dollars and all references to time are to Australian Eastern Standard Time unless otherwise indicated.

Taxation consequences for Applicants

There will be tax implications associated with participating in the Offers and receiving New Securities. Total Brain considers that it is not appropriate to give advice regarding the tax consequences of subscribing for New Securities under this Prospectus, the conversion of New Options and Placement Options into Shares, or the subsequent disposal of any New Securities. Total Brain recommends that you consult your professional tax adviser in connection with the Offers.

Privacy

Total Brain collects information about each Applicant provided on an Application Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's securityholding in Total Brain.

By submitting an Application Form, you will be providing personal information to Total Brain (directly or through the Share Registry). Total Brain collects, holds and will use that information to assess your Application. Total Brain collects your personal information to process and administer your securityholding in Total Brain and to provide related services to you. Total Brain may disclose your personal information for purposes related to your securityholding in Total Brain, including to the Share Registry, Total Brain's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that Total Brain holds about you. To make a request for access to your personal information held by (or on behalf of) Total Brain, please contact Total Brain through the Share Registry.

Governing law

This Prospectus, the Offers and the contracts formed on acceptance of the Applications are governed by the law applicable in New South Wales, Australia. Each Applicant submits to the exclusive jurisdiction of the New South

Wales courts and courts competent to hear appeals from those courts.

No representations

No person is authorised to give any information, or to make any representation, in connection with the Offers which is not contained in this Prospectus. Any information or representation in connection with the Offers not contained in the Prospectus may not be relied upon as having been authorised by Total Brain or any of its officers. Except as required by law, and only to the extent so required, none of Total Brain, or any other person, warrants or guarantees the future performance of Total Brain or any return on any investment made pursuant to this Prospectus.

Past performance

Investors should note that Total Brain's past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) Total Brain's future performance including Total Brain's future financial position or share price performance.

Forward looking statements

This Prospectus contains certain forward-looking statements with respect to the financial condition, results of operations, projects and business of Total Brain and certain plans and objectives of the management of Total Brain. These forward-looking statements involve known and unknown risks, uncertainties and other factors which are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither Total Brain, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur. In particular, those forward-looking statements are subject to significant uncertainties and contingencies, many of which are outside the control of Total Brain. A number of important factors could cause actual results or performance to differ materially from the forward looking statements. Investors should consider the forward looking statements contained in this Prospectus in light of those disclosures.

Risks

Refer to section 4 of the Prospectus for a summary of general and specific risk factors that may affect Total Brain.

Trading of New Securities

Total Brain will have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade New Securities they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by Total Brain or the Share Registry or otherwise, or who otherwise trade or purport to trade New Securities in error or to which they do not hold or are not entitled.

If you are in any doubt as to these matters, you should first consult with your stockbroker, accountant or other professional adviser.

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