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ENTROPY NEURODYNAMICS LIMITED Capital/Financing Update 2024

Oct 29, 2024

64855_rns_2024-10-29_822f7fc7-2f6a-47c2-8cfe-cd43433b3681.pdf

Capital/Financing Update

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Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

TRYPTAMINE THERAPEUTICS LIMITED

Announcement Type

New announcement

Date of this announcement

30/10/2024

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
New class-code to be OPTION EXPIRING 2 YRS FROM ISSUE EX $0.04 162,000,000
confirmed
TYP
ORDINARY FULLY PAID 162,500,000
Proposed +issue date
31/1/2025

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

Part 1 - Entity and announcement details

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1.1 Name of +Entity

TRYPTAMINE THERAPEUTICS 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

78163765991

1.3 ASX issuer code

TYP

1.4 The announcement is

New announcement

1.5 Date of this announcement

30/10/2024

1.6 The Proposed issue is:

A placement or other type of issue

Appendix 3B - Proposed issue of securities

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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 Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 31/1/2025 Estimated

Comments

EGM to be held in January 2025, to

  1. ratify the allotment under LR 7.1 in previously lodged App 3B

  2. approve following allotment as per this App 3B

  3. (A) LR 7.1, 87,500,000 shares and 112,500,000 options

  4. (B) LR 7.1, 12m broker options

  5. (C) LR 10.11,

  6. a. Chris Ntoumenopoulos, being 10m shares and 5m options

  7. b. Jason Carroll, being 15m shares and 7.5m options

  8. c. Daniel Tillett, being 50m shares and 25m options

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

TYP : ORDINARY FULLY PAID

Number of +securities proposed to be issued

162,500,000

Offer price details

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

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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In what currency is the cash What is the issue price per
consideration being paid? +security?
AUD - Australian Dollar AUD 0.02000
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
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
New class-code to be confirmed
+Security description
OPTION EXPIRING 2 YRS FROM ISSUE EX $0.04
+Security type
Options
Number of +securities proposed to be issued
162,000,000
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
1. 150m options for capital raising, as announced on 30 October 2024, being one for two free attaching option,
exercisable at $0.04 expiring 2 years from issue date.
2. 12m broker options, exercisable at $0.04 expiring 2 years from issue date.
Please provide an estimate of the AUD equivalent of the consideration being
provided for the +securities
566,340.000000
Will all the +securities issued in this class rank equally in all respects from
their issue date?
Yes

Appendix 3B - Proposed issue of securities

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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 0.0400 31/1/2027 Details of the type of +security that will be issued if the option is exercised TYP : ORDINARY FULLY PAID

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

1 TYP shares for each option exercised. 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. Refer ASX Release dated 30 October 2024. Expiry date noted above is estimated and will be 2 years from actual issue date.

Part 7C - Timetable

7C.1 Proposed +issue date 31/1/2025

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? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 31/1/2025

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

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?

Merchant Capital Partners Pty Ltd.

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Appendix 3B - Proposed issue of securities

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

  1. a management and placement fee of 6.0%, plus GST of the total amount raised under any Capital Raising;

  2. 12m unlisted options exercisable at 4.0 cents and expiring 2 years from issue date, subject to shareholder approval; and

  3. Corporate Advisory and Marketing monthly retainer fee of $5,000.00, plus GST per month for a term of 12-months commencing 1 October 2024 payable.

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

Part 7F - Further Information

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

  • 1.Expanding:

  • a) Phase 2 trial in Binge Eating Disorder TRP-8803: $1.9m;

  • b) Phase 2 trial in Chronic Pain Fibromyalgia TRP-8803: $1.9m;

  • 2.GMP manufacturing of TRP-8803 to support clinical trials: $750k; 3.Working cap: $1,054k; 4.Costs of offer: $396k.

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

Number of shares and options is subject to rounding.

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 +disclosure document or +PDS involving the same class of securities as the +securities proposed to be issued that meets the requirements of section 708A(11) or 1012DA(11)

Appendix 3B - Proposed issue of securities

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