TITOMIC LIMITED — Share Issue/Capital Change 2019

Dec 29, 2019

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

• Performance Share Rights

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

• 692,595

• 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)

• Performance Share Rights with a target share price hurdle of $1.70 expiring on 29 Nov 2022.

• See chapter 19 for defined terms.

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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

• 5 Issue price or consideration

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?

Yes, upon exercise (TTT)

Nil Performance Share Rights issued in accordance with resolution 3 approved by shareholders at the Annual General Meeting of the Company held on 29 November 2019. Yes.

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

29 November 2019 NIL

NIL NIL NIL

• See chapter 19 for defined terms.

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• 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.

• 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)

N/A N/A Refer to Annexure 1. 29[th] December 2019

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Number +Class
127,115,865 Fully Paid Ordinary Shares (TTT)
100,000 Fully Paid Ordinary Shares
(escrowed until 8 [th] Feb 2020)
2,058,839 Listed Options (TTTO)
Exercisable at $2.50 expiring on 10 [th]
July 2021
Number +Class
20,000,000 Performance Shares (TTTAD)
2,005,000 Unlisted options (TTTAC)
Exercisable at $0.30 expiring on 31
May 2020
140,123 Performance Shares (TTTAE)
Hurdle share price $2.78 expiring on
28 Nov 2021.
100,000 Unlisted Options (TTTAF)
Exercisable at $2.60 expiring on 8 Feb
2021
692,595 Performance Shares (New Class)
Hurdle share price $1.70 expiring on
29 Nov 2022.
----- End of picture text -----

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Part 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 sub- registers) 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	The Company currently has no dividend policy.
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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• 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

• 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

N/A

N/A N/A N/A N/A N/A N/A N/A N/A N/A

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.

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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)	N/A
	N/A
	N/A
	N/A
	Number	+Class

• See chapter 19 for defined terms.

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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

Date: Sunday, 29[th] December 2019

Print name: PETER VAUGHAN

• See chapter 19 for defined terms.

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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

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Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insert number of fully paid [+] ordinary securities on issue 12 months 122,898,217
before the [+] issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities issued in that 12 month NIL
period under an exception in rule 7.2
• Number of fully paid [+] ordinary securities issued in that 12 month
4,317,648
period with shareholder approval
• Number of partly paid [+] ordinary securities that became fully paid in
NIL
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 securities cancelled during NIL
that 12 month period
“A” 127,215,865
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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	19,092,380

• See chapter 19 for defined terms.

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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 NIL 12 month period not 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 NIL

“C”

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1	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	19,092,380
Subtract“C” Note: number must be same as shown in Step 3	NIL
Total[“A” x 0.15] – “C”	19,092,380 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” 127,215,865
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 12,721,587
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Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

NIL 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” NIL

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	12,721,587
	Subtract“E” Note: number must be same as shown in Step 3	NIL
	Total[“A” x 0.10] – “E”	12,721,587 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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