ENTROPY NEURODYNAMICS LIMITED — Capital/Financing Update 2024

May 27, 2024

23 May 2024

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Pre-quotation disclosure

Tryptamine Therapeutics Limited ( Company ) makes the following disclosures in accordance with the ASX Listing Rules.

Capitalised terms not otherwise defined have the meaning given in the Company’s replacement prospectus dated 28 March 2024 ( Prospectus ).

1. Completion of Offers and issuance of Securities

The Company is pleased to announce that the Public Offer (inclusive of the Priority Offer) raised the Maximum Subscription of $6.5 million (before costs).

The Company confirms that it has closed the Offers under the Prospectus and completed the issue of:

• (a) 325,000,000 Shares under the Public Offer and Priority Offer;

• (b) 348,652,358 Shares under the Arrangement Agreement;

• (c) 120,000,000 Shares under the Debenture Offer;

• (d) 169,500,000 Shares under the Conversion Offer;

• (e) 19,780,000 unquoted options issued under the Lead Manager Offer;

• (f) 290,639,560 unquoted Options issued under the Transferrable Options Offer, comprised of:

• (i) 35,039,560 to the holders of the Quoted Tryp Broker Options;

• (ii) 120,000,000 to the holders of the Tryp Debentures;

• (iii) 135,600,000 to the holders of the Tryp Convertible Notes.

• (g) 124,510,568 unquoted Options under the Unquoted Options Offer, comprised of:

• (i) 2,892,800 Class A Employee Options with an exercise price of A$0.0531 exercisable on or before 22 July 2024;

• (ii) 2,892,800 Class B Employee Options with an exercise price of A$0.0469 exercisable on or before 20 September 2025;

• (iii) 15,439,178 Class C Employee Options with an exercise price of A$0.0469 exercisable on or before 5 years from the date of Reinstatement;

• (iv) 361,600 Class D Employee Options with an exercise price of A$0.2125 exercisable on or before 5 years from the date of Reinstatement;

• (v) 27,120,000 Class E Employee Options with an exercise price of A$0.0531 exercisable on or before 5 years from the date of Reinstatement;

• (vi) 27,892,190 Class F Employee Options with an exercise price of A$0.0338 exercisable on or before 30 October 2028;

• (vii) 9,944,000 Class G Employee Options with an exercise price of A$0.0338 exercisable on or before 30 October 2028;

• (viii) 1,808,000 Unquoted Tryp Broker Options with an exercise price of A$0.0625 exercisable on or before 7 August 2027; and

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• (ix) 36,160,000 Tryp Founder Options with an exercise price of A$0.03125 exercisable on or before 24 April 2027.

As part of the completion of the Offers, the Company confirms that:

• (a) the Convertible Notes held by the Note Holders have been converted into 169,500,000 Shares; and

• (b) the Debentures held by the Debenture Holders have been converted into 120,000,000 Shares.

2. Completion of the Arrangement Agreement

Under the Arrangement Agreement, the Company acquired 100% of the issued capital of Tryp Therapeutics Inc., by way of court-approved plan of arrangement under the Business Corporations Act (British Columbia) ( Plan of Arrangement ). The Company confirms that all steps and all approvals that are required for the Plan of Arrangement to be fully effective and implemented have been completed and that the arrangement became effective on 1 May 2024.

3. Company Capital Structure

As of the date of this disclosure, the capital structure of the Company is set out below:

Security Type	Number of Issued Securities
Shares	1,138,921,906
Options	445,930,128

4. Pro-Forma Statement of Financial Position

The Company’s pro-forma statement of financial position based on the Maximum Subscription is set out below:

Tryp Therapeutics Inc	Exopharm Limited	Pro Forma Adjustments	Pro-forma (Max)
31-Aug-23 Audited	31-Dec-23 Reviewed	Refer to Section 7.7 of Prospectus
A$	A$	A$	A$
ASSETS Current Cash and cash equivalents 403,581 2,607,485 5,835,975 9,297,041 Restricted cash 43,631 - 312 43,943 Prepaids and advances 60,994 - 13,227 74,221 Other receivables 33,133 61,183 (16,343) 77,973
Total Current Assets 541,339 2,668,668 5,833,170 9,493,177 Non-Current Property, plant & equipment - 214,034 - 214,034 Intangible assets 192,426 200,000 (9,178) 383,248
Total Non-current Assets 192,426 414,034 (9,178) 597,282
Total Assets 733,765 3,082,702 5,823,993 10,090,460

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LIABILITIES
Current
Trade and other payables	2,215,120	312,665	(963,171)	1,564,614
Employee benefits payable	-	28,740	-	28,740
Convertible debenture	2,362,786	-	(2,362,786)	-
Derivative liability	381,079	-	(381,079)	-
Total Current Liabilities	4,958,985	341,405	(3,707,036)	1,593,354
Non-current Employee benefits payable	-	26,471	-	26,471
Total Liabilities	4,958,985	367,876	(3,707,036)	1,619,825
Net assets/(liabilities)	(4,225,220)	2,714,826	9,531,029	8,470,635
SHAREHOLDERS' EQUITY
Share capital	14,037,255	36,725,231	(22,353,002)	28,880,838
Warrants	710,397	-	276,066	986,463
Reserves	3,735,754	1,020,810	(786,510)	3,970,054
Accumulated losses	(23,194,038)	(35,031,215)	32,394,475	(25,852,132)
Accumulated reserves	485,412	-	-	485,412
Total shareholders' equity / (deficiency)	(4,225,220)	2,714,826	9,531,029	8,470,635

The conversion of the Tryp Therapeutics Inc. audited consolidated statement of financial position at 31 August 2023 to AUD, based on the exchange rate of AUD/CAD $0.89 for assets and liabilities and the historical transaction exchange rates for shareholders’ equity items, resulted in an accumulated other comprehensive income of A$485,412.

The Offer also includes a maximum offer. On this basis an additional 25,000,000 ordinary shares at A$0.02 would be issued, raising an additional A$500,000. Costs of the additional issue are expected to total A$50,000.

5. Statement of Commitments

The Company’s statement of commitments for the 24 months post-Admission based on Maximum Subscription, as set out in Section 3.6 of the Prospectus, is set out below:

	Year 1 ($)	Year 2 ($)	Total ($)	%
R&D – Project Management & Analysis	1,447,000	1,038,000	2,485,000	23.43
Completion of Phase 2a Fibromyalgia trial at University of Michigan	150,000	-	150,000	1.41
Completion of Phase 2a Irritable Bowel Syndrome trial at Mass General Hospital (Harvard)	200,000	-	200,000	1.89
Completion of TRP-8803 dosing study in Australia	1,050,000	-	1,050,000	9.90

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including initial GMP manufacturing	141,000	100,000	241,000	2.27
Completion of Phase 2 trial in Binge Eating Disorder using TRP-8803	540,000	-	540,000	5.09
Completion of Phase 2 trial in Chronic Pain Fibromyalgia using TRP- 8803	130,000	245,000	375,000	3.54
Technical Staff	350,000	350,000	700,000	6.60
Lead Manager / Corporate Advisor fees	462,000	-	462,000	4.36
Transaction and IPO costs	532,000	-	532,000	5.02
Working Capital for Corporate Uses	2,122,700	1,747,785	3,870,485	36.50
Total funds	7,124,700	3,480,785	10,605,485	100

6. Restricted Securities

The following table provides the number of Shares subject to ASX restrictions and the restriction period applied to those Shares:

Security	Number of Securities	Restriction period
Shares	49,873,318	24 months from the date the Company’s Shares are re- quoted on the official list of the ASX
Options exercisable at $0.03125 each and expiring on 22 April 2027	36,160,000	24 months from the date the Company’s Shares are re- quoted on the official list of the ASX
Options exercisable at $0.0338 each and expiring on 30 October 2028	30,604,190	24 months from the date the Company’s Shares are re- quoted on the official list of the ASX
Options exercisable at $0.0531 each and expiring 5 years from the date of re-	18,803,200	24 months from the date the Company’s Shares are re- quoted on the official list of the ASX

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instatement to the official list of the ASX
Options exercisable at $0.027 each and expiring 3 years from the date of re- instatement to the official list of the ASX	118,683,780	24 months from the date the Company’s Shares are re- quoted on the official list of the ASX
Options exercisable at $0.0531 each expiring on 22 July 2024	2,892,800	1 May 2025, being 12 months from the date of issue
Options exercisable at $0.0469 each and expiring on 20 September 2025	2,892,800	1 May 2025, being 12 months from the date of issue
Options exercisable at $0.0469 each expiring 5 years from the date of re- instatement to the official list of the ASX	15,439,178	1 May 2025, being 12 months from the date of issue
Options exercisable at $0.0531 each and expiring 5 years from the date of re- instatement to the official list of the ASX	8,316,800	1 May 2025, being 12 months from the date of issue
Options exercisable at $0.0338 each and expiring on 30 October 2028	7,232,000	1 May 2025, being 12 months from the date of issue
Options exercisable at $0.06250 each expiring on 8 July 2027	1,808,000	1 May 2025, being 12 months from the date of issue
Options exercisable at $0.027 each and expiring 3 years from the date of re- instatement to the official list of the ASX	191,735,780	1 May 2025, being 12 months from the date of issue
Options exercisable at $0.2125 each and expiring 5 years from the date of re- instatement to the official list of the ASX	361,600	1 May 2025, being 12 months from the date of issue

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7. Waivers

The Company has obtained the following waivers and confirmations from ASX in respect of the Listing Rules on the following terms and conditions:

• (a) a waiver from Listing Rule 1.1 Condition 12 to the extent necessary to permit the Company to have on issue up to 434,930,129 Options (on a post Consolidation basis) with an exercise price of less than $0.20, comprised of the Lead Manager Options, the Conversion Options, the Debenture Options and Options to be issued to the Tryp Optionholders;

• (b) a waiver from Listing Rule 2.1 Condition 2 to the extent necessary to permit the Company to issue securities at an issue price of $0.02 ( Capital Raising Shares ), subject to the following conditions:

• (i) the issue price of the Capital Raising Shares is not less than A$0.02 per share;

• (ii) the terms of the waiver are disclosed to the market and, along with the terms and conditions of the Capital Raising Shares, are clearly disclosed in the notice of meeting pursuant to which the Company will seek the approval required under listing rule 11.1.2 for the Transaction and in the Prospectus;

• (iii) the Company’s Shareholders approve the issue price of the Capital Raising Shares in conjunction with the approval obtained under Listing Rule 11.1.2 in respect of the Transaction; and

• (iv) the Company completes the Consolidation such that its Securities are consolidated at a ratio that will be sufficient, based on the lowest price at which the Company’s securities traded over the 20 trading days prior to the Company’s suspension, to achieve a market value for its securities of not less than $0.02 each;

• (c) a waiver from Listing Rule 10.13.5 to the extent necessary to permit the Company to issue:

• (i) up to 8,750,000 Shares under the Public Offer to existing directors Mark Davies and Clarke Barlow, and proposed directors Jason Carroll and Chris Ntoumenopoulos (or their respective nominees);

• (ii) up to 32,400,405 Shares pursuant to the Arrangement Agreement to the proposed directors Jason Carroll, Peter Molloy, Gage Jull and Chris Ntoumenopoulos; and

• (iii) up to 88,311,170 Options to the proposed directors Jason Carroll, Peter Malloy, Gage Jull and Chris Ntoumenopoulos,

later than one month after the date of the General Meeting subject to the following conditions:

• (iv) the notice for the General Meeting states the issue of the above securities will occur no later than the earlier of:

  • (A) Completion of the Transaction; or

  • (B) 3 months after the date of the General Meeting.

• (v) the terms of the waiver are clearly disclosed to market.

• (d) a waiver from Listing Rule 9.1(b) to permit the Company to apply the restrictions in paragraphs 1 and 2 of Appendix 9B (as applicable) to the ordinary shares to be issued to the existing shareholders of Tryptamine Therapeutics Limited, as follows:

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• (i) the Shares issued to the shareholders of Tryp who subscribed with cash for their shares in and issued by Tryp to them are treated as being held by a related party, promoter or unrelated party seed capitalist of the Company, as appropriate to each holder.

• (ii) cash formula relief is applicable to those Shares that are issued to persons who subscribed for their Tryp shares for cash consideration. For the purposes of determining the length of the escrow period for shares issued to unrelated seed capitalists which are subject to 12-month escrow, the 12 month escrow period will begin on the date on which the cash subscription for their shares was made.

• (iii) for the purposes of determining the length of the escrow period for Shares issued to related party or promoter seed capitalists which are subject to 24 months escrow, the 24 months escrow period will begin on the date of requotation of the Company’s securities.

• (iv) the options issued to the Tryp shareholders who are unrelated seed capitalists are subject to 12-month escrow which will begin on the date on which the options are issued.

• (v) the options issued to the Tryp shareholders who are related seed capitalists are subject to 24 months which will begin on the date of re-quotation of the Company’s securities.

Authorised by:

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Mark Davies Chairman Tryptamine Therapeutics Limited

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