Titomic : Options Prospectus

TITOMIC LIMITED ACN 602 793 644

For personal use only

PROSPECTUS FOR THE ISSUE OF OPTIONS

For an offer of up to 59,230,769 New Listed Options to the Placement Participants, Repkon

and the Joint Lead Managers

THIS OFFER CLOSES AT 5PM ADST ON THURSDAY, 27 JANUARY 2022

APPLICATIONS TO BE SUBMITTED IN PAPER FORM OR ELECTRONICALLY

NO APPLICATION MONIES ARE PAYABLE FOR THE GRANT OF OPTIONS

THE OFFER IS NOT UNDERWRITTEN

THIS PROSPECTUS IS A TRANSACTION SPECIFIC PROSPECTUS ISSUED IN ACCORDANCE WITH SECTION

713 OF THE CORPORATIONS ACT

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY. IF YOU HAVE ANY QUESTIONS ABOUT THE NEW SHARES BEING OFFERED UNDER THIS PROSPECTUS, OR ANY OTHER MATTER RELATING TO AN INVESTMENT IN THE COMPANY, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER. THE NEW LISTED OPTIONS OFFERED BY THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

THIS DOCUMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR TO U.S. WIRE SERVICES AND IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES OF AMERICA, OR TO, FOR THE BENEFIT OR ON THE ACCOUNT OF A U.S. PERSON WITHOUT A U.S. WRAP. THE SHARES REFERRED TO IN THIS PROSPECTUS HAVE NOT AND WILL NOT BE REGISTERED UNDER U.S. SECURITIES ACT, MAY NOT BE OFFERED, SOLD TO, ON BEHALF OF OR FOR THE BENEFIT OF, A U.S. PERSON, AND NO PUBLIC OFFERING WILL BE MADE IN THE UNITED STATES OF AMERICA.

TITOMIC LIMITED |PROSPECTUS FOR THE ISSUE OF OPTIONS

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CORPORATE DIRECTORY

CONTENTS

For personal use only

Directors and Management

Andreas Schwer	Independent Non Exec Chairman
Mira Ricardel	Independent NED
Richard Willson	Independent NED & Co Secretary
Humphrey Nolan	Independent NED
Dag Stromme	Independent NED
Jeffrey Lang	Exec Director/ CTO

Registered Office

Building 3, 270 Ferntree Gully Road

Notting Hill VIC 3168

Stock Exchange Listing

Australian Securities Exchange

ASX Code: TTT

Company Website

http://www.titomic.com

Share Registry*

Computershare

GPO Box 52

Melbourne Vic 3001

Joint Lead Managers*

PAC Partners Securities Pty Ltd

L29, 360 Collins Street

Melbourne VIC 3000

E&P Corporate Advisory Pty Ltd

Mayfair Building, 171 Collins Street

Melbourne Vic 3000

Auditors*

Pitcher Partners

L13, 664 Collins Street

Docklands VIC 3008

Lawyers to the Company

K&L Gates

Level 25, 525 Collins Street

Melbourne, Victoria 3000

• These parties included for information purposes only. They have not been included in the preparation of this Prospectus.

Section

Description

Page No

	Important Notices	3
	Proposed Timetable & Key	7
	Option Details
1	Details of the Offers	8
2	Risk Factors	13
3	Purpose and Effect of the	19
	Offers
4	Rights attaching to	23
	Securities
5	Additional Information	29
6	Directors' Consent	38
7	Glossary of Terms	39
	Appendix A - Pro-Forma

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IMPORTANT NOTICES

This Prospectus is issued by Titomic Limited ACN 602 793 644 (Company) in relation to an offer of one New Listed Option for every one Share taken up under the Placement.

This Prospectus does not provide financial product or investment advice - you should seek your own professional investment advice.

This Prospectus is dated Tuesday, 11 January 2022 and was lodged with ASIC on that date. ASIC and ASX take no responsibility for the contents of this Prospectus.

No New Listed Options will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus, being the expiry date of this Prospectus.

Obtaining Prospectus and Application Form

This Prospectus will generally be made available in electronic form at www.asx.com.au and will be posted on the Company's website at www.titomic.com or be available at the registered office of the Company at Building 3, 270 Ferntree Gully Road, Notting Hill VIC 3168, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 5.3).

The electronic version of this Prospectus is not available to persons in the United States or elsewhere outside Australia and New Zealand. New Listed Options will only be issued on the basis of an electronic version of this Prospectus if the Company or Computershare has received a valid Application Form.

The Offers detailed in this Prospectus are only available to persons receiving this Prospectus that participated in the Placement, Repkon and the Joint Lead Managers. Applications will only be accepted on the relevant Application Form submitted in paper by following the instructions on the Application Form. Application Forms will be personalised and will set out the entitlement for each Placement participant.

The Corporations Act prohibits any person from passing on to another person an Application Form unless it is attached to, or accompanied by, a paper version of this Prospectus or a complete and unaltered electronic version of this Prospectus.

An Application for New Listed Options will only be accepted by following the instructions on the Application Form. The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided with the electronic Prospectus and any relevant supplementary or replacement prospectus, or any of those documents were incomplete or altered.

The Company will apply to ASX within 7 days of the date of this Prospectus for Official Quotation by ASX of the New Listed Options offered by this Prospectus.

These known and unknown risks, uncertainties and assumptions, could cause actual results, performance or achievements to materially differ from future results, performance or achievements expressed or implied by forward looking statements in this Prospectus. These risks, uncertainties and assumptions include, but are not limited to, the risks outlined in Section 2 of this Prospectus. Forward looking statements include those containing such words as 'anticipate', 'estimate', 'believe', 'should', 'will', 'may' and similar expressions.

No person is authorised to give any information or to make any representation in connection with the Offers which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offers.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known by investors and professional advisers whom potential investors may consult.

Financial amounts and times

A reference to time in this Prospectus is to Sydney time unless otherwise stated. A reference to $, A$, dollars and cents is to Australian currency unless otherwise stated. Some numbers in this Prospectus have been rounded.

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Overseas Shareholders

No action has been taken to permit the offer of New Listed Options under this Prospectus in any jurisdiction other than Australia and New Zealand.

The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of New Listed Options in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

On-sale of Shares

This Prospectus has been prepared in respect of the offer of the New Listed Options such that the relief provided under ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2016/80 with respect to the on-sale provisions of section 707 of the Corporations Act is available. Specifically, if the New Listed Options are issued with disclosure under this Prospectus then any Shares issued upon the exercise of the New Listed Options can be on-sold within 12 months of their issue (even if the Shares were issued without disclosure or lodgement of a cleansing statement). This is because the New Listed Options are issued with disclosure and the exercise of the New Listed Option does not involve any further offer.

No exposure period

The Offers are made pursuant to ASIC Corporations (Exposure Period) Instrument 2016/74 which exempts the Company from complying with section 727(3) of the Corporations Act to the extent that that section prohibits the Company from issuing New Listed Options in the seven calendar day period after the date of lodgement of this Prospectus with ASIC.

Risk Factors

The New Listed Options offered by this Prospectus should be considered speculative. Please refer to Section 2 for details relating to investment risks. This Prospectus may contain forward looking statements that, despite being based on the Company's current expectations about future events, are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Directors.

Non-IFRS financial measures

Certain financial data included in, or incorporated by reference into, the Prospectus are non-IFRS financial information under ASIC Regulatory Guide 230 (Disclosing non-IFRS financial information) or non-GAAP financial measures under Regulation G issued by the US Securities and Exchange Commission. These non-IFRS/non-GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards and therefore may not be comparable to similarly titled measures presented by other entities and should not be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Although the Company believes any non-IFRS/non-GAAP financial measures included in this Prospectus provide useful information to users in measuring the financial performance and condition of its business, investors are cautioned not to place undue reliance on any non-IFRS/non-GAAP financial measures included in this Prospectus.

Pro forma financial information

The Prospectus contains pro forma financial information showing the proposed application of the proceeds of the New Listed Options Issue. The pro forma financial information provided is for illustrative purposes only and should not be relied upon as it is not represented as being indicative of the Company's future financial condition and/or performance.

Company's website

Any references to documents included on the Company's website are provided for convenience only and none of the documents or other information on the website is incorporated by reference as content of this Prospectus.

Offering restrictions

This Prospectus and an Application Form do not constitute an offer in any place or country in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the New Listed Options in any jurisdiction other than Australia and New Zealand. The Prospectus and Application Form will only be available to those with a registered address in Australia or New Zealand. The Offers are not being extended to any Shareholder outside of Australia or New Zealand (other than Repkon and three non-Australian domiciled Directors). The distribution of this Prospectus and an Application Form (including an electronic copy) in jurisdictions outside of Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular, this Prospectus does not, and is not intended to, constitute an offer of securities in the United States or any other jurisdiction where, or to any person to whom, it would be unlawful to

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make such an offer. The New Listed Options and the underlying Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Listed Options and the underlying

Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.

Where can I obtain further information about the Company and the New Listed Options?

The Company is a disclosing entity for the purposes of the Corporations Act and as a result is subject to regular reporting and disclosure obligations under the Corporations Act and ASX Listing Rules. The Company must notify ASX immediately (subject to certain exceptions) if it becomes aware of information about it that a reasonable person would expect to have a material effect on the price or value of its securities. Copies of documents lodged with ASIC and ASX can be obtained from, or inspected at, an ASIC office and can also be obtained from www.titomic.com. In addition, the following information can be obtained from www.titomic.com:

• the Company's quarterly, half-yearly and annual financial reports;
• all continuous disclosure notices lodged by the Company with ASX; and
• all other general information provided by the Company to its Shareholders and investors.

Enquiries

If you have any questions in relation to the Offers, the New Listed Options or the Application Form, please call the Company Secretary, Richard Willson on [phone] between 8:30am to 5:30pm Monday to Friday during the Offer Period.

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