TITOMIC LIMITED — Capital/Financing Update 2018

May 6, 2018

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Titomic Finalises Issuance of $12 Million Private Placement

Melbourne, Australia, 7[th] May, 2018: Australian metal additive manufacturing company, Titomic Limited (ASX:TTT) (“ Titomic ” or “ Company ”) is pleased to confirm it has finalised its AUD$12 million private placement with the issuance of 9,600,000 new fully paid ordinary shares at $1.25 per share to new and existing Institutional and Sophisticated and Professional Investors (“ Placement ”).

The following information is provided as required under LR3.10.5A:

The Company issued the 9,600,000 fully paid ordinary shares for the private placement under its Listing Rule 7.1A 10% capacity (Capacity Shares).

• a) the dilutive effect on existing shareholders of the 10% Capacity Shares is as follows:

No. of shares on issue prior to private placement	113,298,217
Shares issued to investor under LR7.1A (Capacity Shares)	9,600,000
Dilution as a result of issue under LR7.1A	8.47%
Shares issued to investor under LR7.1 as part of this placement	Nil
Total number of shares now on issue	122,898,217

• b) the placement was undertaken following identified demand for shares in the Company by several new and existing large institutional and sophisticated investors. The issue price of $1.25 per share represented a 18.10% discount to the volume weighted average price (VWAP) of $1.476 per share for the 15 days on which trades of the Company’s shares were recorded on ASX up to an including 4[th] May 2018 (data obtained from Iress Computer Share Trading System).

The private placement was considered the most efficient and effective method of meeting this identified demand to secure future funding for the Company’s ongoing needs including;

• acquisition of additional patents,

• establishment of a new Titomic metal powder facility;

• expansion of current R&D programs to validate the Titomic Kinetic Fusion processes;

• development of a new Surface Engineered 3D Additive Manufacturing production system; and

• expanding current in-house staffing, process control systems, equipment, inventory of machines for sale, and general working capital.

• c) There was no underwriting agreement in relation to this placement. As sole lead managers for the Placement, PAC Partners will a 1.0% Management Fee for any funds raised under the Placement and a 4.5% Selling Fee for any proceeds raised by them.

• d) Standard commercial legal, placement and issuances fees were payable on the offer and placement.

Further details regarding the issue of the shares are contained the accompanying Appendix 3B.

• • • END - - -

TITOMIC LIMITED ACN 602 793 644

Level 3, 62 Lygon Street, Carlton South, VIC 3053 Phone: + 61 (0)3 9824 5254 | Fax : + 61 (0)3 9822 7735 | info@titomic.com | www.titomic.com

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Contacts:

Peter Vaughan James Strong Company Secretary & CFO Citadel-MAGNUS +61 (0)403 711 233 +61 (0)448 881 174 investors@titomic.com jstrong@citadelmagnus.com

About Titomic:

Titomic (ASX:TTT) is headquartered in Melbourne, Australia. The company overcomes limitations of previous additive manufacturing (3D printing) for metals to manufacture complex parts without shape or size constraints. Titomic offers design and manufacturing methods to enable speed-to-market, superior products at lower production costs and using less resources for a more sustainable future.

Titomic additive manufacturing machines that can customise build size to customer requirements offer additive manufacturing advantages at industrial scale. Multiple robots can be utilised to build larger parts, competing with traditional manufacturing solutions for industries such as aerospace and defence, sporting goods, medical, automotive, industrial equipment, construction and marine.

Other benefits of the Titomic Kinetic Fusion technology include:

• Joining dissimilar metals and composites for engineered properties in a structure

• Stronger structures without welding, folding or bending

• Reduced time to market with industry-leading production speeds

Clients will be offered a licence to manufacture via the Titomic Kinetic Fusion technology. Titomic’s revenue model will also provide clients with R&D prototyping services, Titomic equipment sales, powder and consumables supply, equipment service and maintenance. For more information visit: www.titomic.com

Forward-looking statements:

Certain statements made in this release are forward-looking statements and are based on Titomic’s current expectations, estimates and projections. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “guidance” and similar expressions are intended to identify forward-looking statements. Although Titomic believes the forward-looking statements are based on reasonable assumptions, they are subject to certain risks and uncertainties, some of which are beyond Titomic’s control, including those risks or uncertainties inherent in the process of both developing and commercialising technology. As a result, actual results could materially differ from those expressed or forecasted in the forward-looking statements. The forward-looking statements made in this release relate only to events as of the date on which the statements are made. Titomic will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this release except as required by law or by any appropriate regulatory authority.

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New Issue Announcement, Application for Quotation of Additional Securities and Agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of Entity

Titomic Limited

ABN

77 602 793 644

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to be issued

• Fully Paid Ordinary Shares

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

9,600,000

• 3 Principal terms of the[+] securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• Fully Paid Ordinary Shares (TTT)

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted[+] securities?

If the additional[+] securities do not rank equally, please state: the date from which they do

the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Yes, TTT

• 5 Issue price or consideration

$12,000,000 (before costs)

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in relation_ to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2	Capital raising to fund ongoing operations as detailed to the ASX announcement to the market on 26 April 2018.
	Yes.
	21 Nov 2017
	N/A
	9,600,000
	Nil
	Nil

• See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

• 6g If[+] securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

• 6h If[+] securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

• 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

• 8 Number and[+] class of all[+] securities quoted on ASX ( including the[+] securities in section 2 if applicable)

• 9 Number and[+] class of all[+] securities not quoted on ASX ( including the[+] securities in section 2 if applicable)

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Yes, refer to accompanying announcement.

N/A Refer to Appendix 1. Monday 7[th] May 2018

Number +Class 64,488,335 Fully Paid Ordinary Shares (TTT) Number +Class 58,409,882 Fully Paid Ordinary Shares (escrowed 24 months from quotation) 20,000,000 Performance Shares (escrowed 24 months from quotation) 2,005,000 Unlisted options, exercisable at $0.30 expiring on 31 May 2020 (escrowed 24 months from quotation)

The Company currently has no dividend policy.

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B New issue announcement

Part 2 - Pro rata issue

art 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-
	-

• See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

• 26 Date entitlement and acceptance form and offer documents will be sent to persons - entitled

• 27 If the entity has issued options, and the terms entitle option holders to participate on - exercise, the date on which notices will be sent to option holders

• 28 Date rights trading will begin (if applicable) - 29 Date rights trading will end (if applicable) - 30 How do security holders sell their - entitlements in full through a broker?

• 31 How do security holders sell part of their entitlements through a broker and accept for - the balance?

• 32 How do security holders dispose of their entitlements (except by sale through a - broker)?

• 33 +Issue date -

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1 (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B New issue announcement

Entities that have ticked box 34(a) Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional[+] securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of+securities for which+quotation is sought 39 +Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and+class of all+securities quoted on ASX (_including_the+securities in clause 38)		-
		-
		-
		-
	Number	+Class
	-	-

• See chapter 19 for defined terms.

Appendix 3B Page 6

04/03/2013

Appendix 3B New issue announcement

Quotation Agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ______ Company Secretary & CFO

Date: Monday, 7[th] May 2018

Print name: ……..PETER VAUGHAN........

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The CFO Solution 7 May 2018

• • See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

• Insert number of fully paid[+] ordinary securities on NIL issue 12 months before the[+] issue date or date of agreement to issue Add the following: 113,298,217 • Number of fully paid[+] ordinary securities issued in that 12 month period under an exception in rule 7.2

• • Number of fully paid[+] ordinary securities issued in that 12 month period with shareholder approval

• • Number of partly paid[+] ordinary securities that became fully paid in that 12 month period

• Note: • Include only ordinary securities here – other classes of equity securities cannot be added

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid[+] ordinary NIL securities cancelled during that 12 month period “A” 113,298,217

Step 2: Calculate 15% of “A”

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“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 16,994,733
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• See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period not NIL counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items “C” NIL

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

	“A” x 0.15 Note: number must be same as shown in Step 2	16,994,733
	Subtract“C” Note: number must be same as shown in Step 3	NIL
	Total[“A” x 0.15] – “C”	16,994,733 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 113,298,217

Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 11,329,821

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” 9,600,000

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
	“A” x 0.10 Note: number must be same as shown in Step 2	11,329,821
	Subtract“E” Note: number must be same as shown in Step 3	9,600,000
	Total[“A” x 0.10] – “E”	1,729,822 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013

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Notice Under Section 708A (5) of the Corporations Act (ASX Code: TTT)

This notice is given under paragraph (5)(e) of section 708A of the Corporations Act.

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----- Start of picture text -----

Type Shares
Class Ordinary Fully-Paid Shares
ASX code TTT
Date of Issue 7 [th] May 2018
Number Issued 9,600,000
Price per Security $1.25
Specifics (if any) N/A
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Titomic Limited gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act") that:

1. the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act ;

2. as at the date of this notice the Company has complied with:

3. (i) the provisions of Chapter 2M Corporations Act as they apply to the Company; and

4. (ii) section 674 Corporations Act ; and

5. as at the date of this notice there is no "excluded information" (as defined in subsection 708A (7) of the Corporations Act) which is required to be disclosed by the Company.

For and on behalf of the Company,

Kind Regards;

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Peter Vaughan Company Secretary

Forward-looking statements:

Certain statements made in this release are forward-looking statements and are based on Titomic’s current expectations, estimates and projections. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “guidance” and similar expressions are intended to identify forward-looking statements. Although Titomic believes the forward-looking statements are based on reasonable assumptions, they are subject to certain risks and uncertainties, some of which are beyond Titomic’s control, including those risks or uncertainties inherent in the process of both developing and commercialising technology. As a result, actual results could materially differ from those expressed or forecasted in the forward-looking statements. The forward-looking statements made in this release relate only to events as of the date on which the statements are made. Titomic will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this release except as required by law or by any appropriate regulatory authority.

TITOMIC LIMITED

ACN 602 793 644

Level 3, 62 Lygon Street, Carlton South, VIC 3053 Phone: + 61 (0)3 9824 5254 | Fax : + 61 (0)3 9822 7735 | info@titomic.com | www.titomic.com

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