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CONTROL BIONICS LIMITED Capital/Financing Update 2024

Oct 7, 2024

64611_rns_2024-10-07_7170b5b5-b295-4199-9fcf-6ce6d57b8703.pdf

Capital/Financing Update

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Appendix 3B - Proposed issue of securities

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Update Summary Entity name CONTROL BIONICS LIMITED Announcement Type Update to previous announcement Date of this announcement 8/10/2024 Reason for update to a previous announcement New issue date of 10 October 2024. The unquoted options will expire on 10 October 2026. 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

CONTROL BIONICS LIMITED

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

ABN

Registration Number

45115465462

1.3 ASX issuer code

CBL

1.4 The announcement is

Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

New issue date of 10 October 2024. The unquoted options will expire on 10 October 2026.

1.4b Date of previous announcement to this update

20/9/2024

1.5 Date of this announcement

8/10/2024

1.6 The Proposed issue is:

A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

  • Non-renounceable

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

+Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued

ASX +security code and description

CBL : ORDINARY FULLY PAID

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 If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description

CBL : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities do not have +CDIs issued over them)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) The quantity of additional +securities For a given quantity of +securities to be issued held

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Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 29,898,111 whole number

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.07000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes

Describe the limits on over-subscription

The allocation of Additional New Shares will be subject to the availability of Additional New Shares and will occur at the Company's absolute discretion.

Will a scale back be applied if the offer is over-subscribed? Yes

Describe the scale back arrangements

Will be subject to the availability of Additional New Shares nd will occur at the Company's absolute discretion.

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

Attaching +Security

Is the proposed attaching 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)?

Part 3C - Timetable

3C.1 +Record date

25/9/2024

3C.2 Ex date

24/9/2024

3C.4 Record date

25/9/2024

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

26/9/2024

3C.6 Offer closing date

9/10/2024

3C.7 Last day to extend the offer closing date

4/10/2024

3C.9 Trading in new +securities commences on a deferred settlement basis

10/10/2024

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

11/10/2024

3C.12 Date trading starts on a normal T+2 basis

14/10/2024

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

16/10/2024

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? No 3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Nightingale Partners Pty Ltd $604,680 NorthStar Impact Pty Ltd $150,000 Directors underwriting: Roger Hawke $23,406 Jeremy Steele $40,000 Damian Lismore $20,000 Robert Heard $8,523

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

$846,649

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

5% of the amount underwritten

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

  • the Offer Document is withdrawn

  • regulatory action by ASIC in connection with the Offer

  • the Company is prevented form issuing the shares within the time required by the Agreement

  • the Company fails to lodge an Appendix 3B, or

  • any date in the timetable is not met for more than 5 business days

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? Yes

3E.2e (i) What is the name of that party?

Roger Hawke Jeremy Steele Damian Lismore Robert Heard

3E.2e (ii) What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the offer they have underwritten or sub-underwritten)?

$91,169

3E.2e (iii) What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter?

5% of the amount underwritten

3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Registry fees $16,000 Corporate advisory fees $42,000

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

See ASX Announcement re Rights Issue 19 September 2024

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

China (Hong Kong), Singapore, GB, USA

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

Eligible Shareholders who are nominees, trustees or custodians are advised to seek independent advice as to how to process. The Offer is being made to all Eligible Shareholders. The Company is not required to determine whether or not any Eligible Shareholder is acting as a nominee or the identity or residence of any underlying beneficial owners of Shares.

3F.6 URL on the entity's website where investors can download information about the proposed issue

3F.7 Any other information the entity wishes to provide about the proposed issue

Shareholders are being offered the opportunity to subscribe for one new fully paid ordinary shares (New Shares) in the Company for every 7 existing fully paid ordinary shares in the Company held at 7pm (Sydney time) on 25 September 2024 at a price of 7c per share (Issue Price). In addition, subscribers to the Offer will receive one Option for every two New Shares with an exercise price of 10c and an expiry date of two years from the date of issue. These Options will not be quoted.

3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 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: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Appendix 3B - Proposed issue of securities

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