GENETIC TECHNOLOGIES LIMITED — Capital/Financing Update 2021

Jan 24, 2021

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

Announcement Summary

Entity name

GENETIC TECHNOLOGIES LIMITED

Announcement Type

New announcement

Date of this announcement

Monday January 25, 2021

The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

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 750,000,000

Proposed +issue date

Monday January 25, 2021

Refer to next page for full details of the announcement

Proposed issue of securities

1 / 5

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

==> picture [8 x 9] intentionally omitted <==

New announcement

1.5 Date of this announcement

Monday January 25, 2021

1.6 The Proposed issue is:

==> picture [8 x 8] intentionally omitted <==

A placement or other type of issue

Proposed issue of securities

2 / 5

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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

==> picture [8 x 8] intentionally omitted <==

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

Number of +securities proposed to be issued

750,000,000

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? USD - US Dollar USD 0.00875

AUD equivalent to issue price amount per +security

0.011250

Proposed issue of securities

3 / 5

Proposed issue of securities

==> picture [21 x 22] intentionally omitted <==

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 Part 7C - Timetable 7C.1 Proposed +issue date Monday January 25, 2021 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? 750,000,000 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.

7D.2 Is a party referred to in listing rule 10.11 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

Proposed issue of securities

4 / 5

Proposed issue of securities

Part 7E - Fees and expenses

==> picture [21 x 22] intentionally omitted <==

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

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

The Company agreed to pay the placement agent, H.C. Wainwright & Co., LLC, a cash placement fee equal to 7.5% of the aggregate purchase price for the ADSs sold in the offering. The placement agent will also receive compensation warrants, subject to shareholder approval, in an amount equal to 6.5% of the number of ADSs being sold in this offering, at an exercise price of US$6.5625 and a term expiring 5 years from the date of issue.

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

==> picture [8 x 8] intentionally omitted <==

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

Support introduction and distribution of new products, general product R&D & reimbursement studies, CIT platforms & preparation for Covid-19 Severity Risk Test, introduction of germline genetic testing division, working capital & potential acquisitions

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

Proposed issue of securities

5 / 5