CONTROL BIONICS LIMITED — Capital/Financing Update 2024

Sep 26, 2024

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

27/9/2024

Reason for update to a previous announcement

The Company will seek shareholder approval for the issue of the Shares and Options. The Company will not issue the Shares and Options using its LR 7.1A capacity

Refer to next page for full details of the announcement

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Appendix 3B - Proposed issue of securities

Part 1 - Entity and announcement details

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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

Registration Number

ABN 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

The Company will seek shareholder approval for the issue of the Shares and Options. The Company will not issue the Shares and Options using its LR 7.1A capacity

1.4b Date of previous announcement to this update

23/9/2024

1.5 Date of this announcement

27/9/2024

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? Yes 7A.1a Conditions

Approval/Condition

Approval/Condition Date for determination +Security holder approval 31/10/2024

Is the date estimated or ** Approval actual? received/condition met? Estimated No

Comments

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? Yes

Details of +securities proposed to be issued

ASX +security code and description

CBL : ORDINARY FULLY PAID

Number of +securities proposed to be issued

16,428,571

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 0.07000

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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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)?

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

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

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Options expiring 9 October 2026

+Security type

Options

Number of +securities proposed to be issued

8,214,286

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Share placement will result in the issue of 16,428,571 fully paid ordinary shares (subject to shareholder approval) at an issue price of $0.07 per share, with one attaching option for every two shares subscribed for in the placement. These options have an exercise price of 10c and an expiry date of two years from the date of issue. These options will not be quoted and will require additional shareholder approval as noted below.

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

1,150,000.000000

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

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Appendix 3B - Proposed issue of securities

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Options details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.0700 9/10/2026

Details of the type of +security that will be issued if the option is exercised

CBL : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

8214286

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Part 7C - Timetable

7C.1 Proposed +issue date

31/10/2024

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? No

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)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

16,428,571

7D.1c ( ii ) Please explain why the entity has chosen to do a placement rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate

A rights issue is also being made at this time

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

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

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Appendix 3B - Proposed issue of securities

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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?

Lynx Advisors Pty Ltd ABN 88 654 471 262

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

6% of funds raised plus 500,000 options exerciseable at 10 cent with three year expiry - these are subject to approval at a separate EGM in approx 30 days.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue registry fees $16,000

Part 7F - Further Information

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

The proceeds from the placement (subject to shareholder approval) will be used for:

• ¿ NeuroStrip Software development, testing, product design, and clinical trials

• ¿ Drove rollout

• ¿ Working capital

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

The options to be granted under these agreements, to both subscribers to the placement, and to the lead managers will require specific shareholder approval at an EGM to be convened as soon as possible with the required 28 days notice.

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

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