GENETIC TECHNOLOGIES LIMITED — Capital/Financing Update 2020

Apr 1, 2020

Proposed issue of securities

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Announcement Summary

Entity name

GENETIC TECHNOLOGIES LIMITED

Announcement Type

New announcement

Date of this announcement

Thursday April 2, 2020

The Proposed issue is:

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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 GTG ORDINARY FULLY PAID 617,144,400

Proposed +issue date

Thursday April 2, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

GENETIC TECHNOLOGIES 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.

1.2 Registered Number Type

ACN

Registration Number

009212328

1.3 ASX issuer code

GTG

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Thursday April 2, 2020

1.6 The Proposed issue is:

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A placement or other type of issue

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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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

GTG : ORDINARY FULLY PAID

Maximum Number of +securities proposed to be issued

617,144,400

Purpose of the issue

The Company intends to use the net proceeds from this offering to support the introduction and distribution of its new products in the United States, for general product research and development, including the development of polygenic risk tests with TGen in the United States, for implementation of its consumer initiated testing platform, and for working capital.

Offer price details for retail security holders

In what currency is the cash What is the issue price per consideration being paid? +security? USD - US Dollar USD 0.00290

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AUD equivalent to Offer Price amount per +security 0.004800 FX rate (in format AUD 1.00 / primary FX rate (in format AUD rate/primary currency rate): currency rate) Primary Currency rate USD AUD 1.00 Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Oversubscription & Scale back details May a scale back be applied to this event? No

Part 7C - Timetable 7C.1 Proposed +issue date Thursday April 2, 2020 Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the 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? 210,830,986

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?

406,313,414

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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

The Company has chosen to do a placement due to the timing and cost benefits associated with the issue. The Company completed a pro rata rights issue in October last year.

7D.2 Is a party referred to in listing rule 10.11.1 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?

H.C. Wainwright & Co., LLC

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

A cash placement fee equal to 7.5% of the aggregate purchase price for the ADSs sold in the offering, excluding ADSs sold to investors domiciled or resident in Australia or New Zealand (the ¿Australian Investors¿) and a management fee equal to 1% of the aggregate purchase price for the ADSs sold in the offering, excluding ADSs sold to the Australian Investors. A management fee of US$25,000 for non-accountable expenses; and up to US$50,000 for reasonable fees and expenses. The Company will also issue warrants in an amount equal to 6.5% of the aggregate number of ADSs sold in the offering, at an exercise price of US$2.1875 per ADSs and a term expiring on April 3, 2025.

7E.2 Is the proposed issue to be underwritten?

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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.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

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