BRAINCHIP HOLDINGS LTD — Capital/Financing Update 2024

Jul 24, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

BRAINCHIP HOLDINGS LTD

Announcement Type

New announcement

Date of this announcement

25/7/2024

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

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
BRN	ORDINARY FULLY PAID	103,245,355

Proposed +issue date

1/8/2024

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

BRAINCHIP HOLDINGS LTD

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

151159812

1.3 ASX issuer code

BRN

1.4 The announcement is

New announcement

1.5 Date of this announcement

25/7/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

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)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description BRN : ORDINARY FULLY PAID

Number of +securities proposed to be issued

103,245,355

Offer price details

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

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.19300

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Appendix 3B - Proposed issue of securities

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Part 7C - Timetable

7C.1 Proposed +issue date

1/8/2024

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?

103,245,355

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? Yes

7E.1a Who is the lead manager/broker? Unified Capital Partners Pty Ltd 7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? (i) an underwriting fee of 3.00% of the gross proceeds raised under the Placement; and (ii) a management fee of 2.50% of the gross proceeds raised under the Placement. 7E.2 Is the proposed issue to be underwritten? Yes 7E.2a Who are the underwriter(s)? Unified Capital Partners Pty Ltd 7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)? 100% 7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)? As stated at Item 7E.1b

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Appendix 3B - Proposed issue of securities

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7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

¿ market related termination events, including in the event that there is a 10% fall in the S&P/ASX 300 Index;

¿ an announcement being made by ASX that the shares will be delisted, removed from quotation, withdrawn from admission to trading status or suspended from quotation;

¿ an application being made to a Governmental Authority (including the Takeovers Panel) for an order, declaration (including a declaration of unacceptable circumstances) or other remedy; and

¿ an adverse change occurring in the assets, liabilities, financial position or performance, profits, losses or prospects of the Company or its controlled entities.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To support commercialization of the Company's AkidaTM 2.0 technology and the development, commercialization and productization of the Company's new TENNs product.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:

Not applicable - the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12 months in a manner that would breach section 707(3) or 1012C(6)

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