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Corporate Action Notice

Capital Raise28 May 2025TRUIndustrials

Template
Corporate Action Notice

(Other than for a Distribution)

Updated January 2024

Page 1 of 5

Section 1: Issuer information (mandatory)

Name of issuer TruScreen Group Limited

Class of Financial Product Ordinary Shares

NZX ticker code TRU

ISIN (If unknown, check on NZX

website)

NZTRUE0001S7

Name of Registry MUFG Pension & Market Services

Type of corporate action

(Please mark with an X in the relevant

box/es)

Share Purchase

Plan/retail offer

X Renounceable

Rights issue or

Accelerated

Offer

Capital

reconstruction

Non-

Renounceable

Rights issue or

Accelerated

Offer

Call Bonus issue X

Placement X

Record date 28/05/2025

Ex Date (one business day before the

Record Date)

27/05/2025

Currency NZD / AUD

External approvals required before offer

can proceed on an unconditional basis?

Y

Details of approvals required Both the:

 issue of options (as described in more detail

below); and

 ability to accept oversubscriptions (if any, as

described in more detail below),

are subject to shareholder approval by way of

Ordinary Resolution, in accordance with NZX Listing

Rule 4.2.

Section 3:Bonus issue

(delete full section if not applicable, or mark rows as N/A if not applicable)*

Number of Financial Products to be

issued

One attaching option for each ordinary share issued

under the Share Purchase Plan (detailed below), up

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to a total of 55,490,771 options (subject to

shareholder approval), with the ability to accept

oversubscriptions at the Board's discretion and

subject to shareholder approval. Each option will

entitle the holder to subscribe for one additional

share in TruScreen at NZD $0.022 / A $0.02 (with an

exercise period of 12 months from the date of issue

of the initial share);

One attaching option for each ordinary share issued

under the Placement (detailed below), up to a total of

80,919,555 options (subject to shareholder approval),

with the ability to accept oversubscriptions at the

Board's discretion and subject to shareholder

approval. Each option will entitle the holder to

subscribe for one additional share in TruScreen at

NZD $0.022 / A $0.02 (with an exercise period of 12

months from the date of issue of the initial share);

and

Up to 25,000,000 options on the same terms as the

Placement options to be issued to TRU's Joint Lead

Managers (SP Corporate Pty Ltd and GBA Capital

Pty Ltd) as consideration for services, subject to

shareholder approval.

ISIN of security to be issued (if different

from Ordinary Shares)

N/A (Options are not quoted)

Minimum entitlement N/A

Entitlement ratio (for example 1 for 2) New 1 (1 option for

each new share

issued under the

Placement /

SPP)

Existing 1

Treatment of fractions

**

Round down

Allotment date Following approval at special meeting of

shareholders

Total number of Financial Products of

the Class after the bonus issue

(excluding Treasury Stock)

Up to 136,410,326 options under the Placement and

SPP, with the ability to accept oversubscriptions at

the Board's discretion and subject to shareholder

approval, and up to 25,000,000 options to the Joint

Lead Managers.

Total number of Financial Products of

the Class held as Treasury Stock after

the bonus issue

N/A

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Section 6: Share Purchase Plans/retail offer

1

(delete full section if not applicable, or mark rows as N/A if not applicable)*

Number of Equity Securities to be

issued

OR

Maximum dollar amount of Equity

Securities to be issued

Up to 55,490,771 ordinary shares (with one attaching

option for each share issued pursuant to the SPP, entitling

the subscriber to subscribe for an additional share at NZD

$0.022 / A $0.02 (with an exercise period of 12 months

from the date of issue of the initial share), subject to

shareholder approval).

TRU shall have the ability, subject to shareholder

approval in accordance with NZX Listing Rule 4.2 and in

its complete discretion, to accept subscriptions over this

amount.

Minimum application amount (if

any)

N/A

Maximum application amount per

Equity Security holder

Up to NZ$50,000 / A$45,000 of ordinary shares per

shareholder/beneficial owner.

Subscription price per Equity

Security

The lower of:

 NZ $0.022 / A $0.02; and

 a 2.5% discount to the five day volume weighted

average price of TruScreen Group's shares during

the five NZX trading days up to, and including, the

Closing Date.

Scaling reference date

2

Scaling according to holdings on the record date of

28/05/2025

Closing date 23/06/2025

Allotment date 30/06/2025

Section 7: Placement

(delete full section if not applicable, or mark rows as N/A if not applicable)*

Number of Equity Securities to be

issued

Up to 80,919,555 ordinary shares (with one attaching

option for each share issued pursuant to the Placement,

entitling the subscriber to subscribe for an additional

share at NZD $0.022 / A $0.02 (with an exercise period of

12 months from the date of issue of the initial share),

subject to shareholder approval).

TRU shall have the ability, subject to shareholder

approval in accordance with NZX Listing Rule 4.2 and in

1

In this Corporate Action Notice, a “retail offer” refers to an offer that is not a Rights issue, Accelerated Offer or Share Purchase

Plan, but is nonetheless open to “retail” investors of the Issuer (for example an offer that would be a Share Purchase Plan but for

the amount offered to each shareholder exceeding the relevant limit).

2

Scaling for a Share Purchase Plan must be determined as set out in the definition of “Share Purchase Plan” in the Listing Rules.

Retail offers may apply a different basis for scaling.

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its complete discretion, to accept subscriptions over this

amount.

Issue price per Equity Security NZD $0.022 / A $0.02

Maximum dollar amount of Equity

Securities to be issued

3

TruScreen intends to issue up to a maximum of

NZD$1,780,230of ordinary shares under the Placement,

with the ability to accept oversubscriptions at TruScreen's

discretion and subject to shareholder approval.

Proposed issue date 10/06/2025

Existing holders eligible to

participate

4

Y

Related Parties eligible to

participate

5

Y

Basis upon which participation by

existing Equity Security holders will

be determined

Eligible wholesale and institutional shareholders will be

invited to participate in the Placement by the Lead

Managers.

Purpose(s) for which the Issuer is

issuing the Equity Securities

 Growing and increasing Truscreen’s presence in the

Chinese market;

 Distribution of Dalton Bio IVD HPV DNA products;

 Executing public cervical cancer screening programs

in Vietnam, Zimbabwe and Uzbekistan;

 Continued development of the growing public cervical

cancer screening sales channel with key NGOs and

Ministries of Health;

 Development of Indonesian and ASEAN markets;

 Development of Indian market; and

 Providing additional working capital.

Reason for placement rather than a

pro-rata rights issue or an offer

under a Share Purchase Plan in

which the Issuer’s existing Equity

Security holders would have been

eligible to participate

TRU considers a placement structure to be in the best

interests of TRU and its existing shareholders, as the

placement will allow TRU to access a broader pool of

potential investors giving greater certainty around the

achievement of the targeted raising size and more

favourable pricing for TRU. A Share Purchase Plan is

intended to be offered in conjunction with the Placement.

3

Where the issue price per Equity Security is not fixed, and the number of Equity Securities to be issued is not known, the Issuer

should instead indicate the maximum dollar amount of Equity Securities to be issued.

4

Issuers should answer Y if existing shareholders are eligible to participate even if their participation is subject to satisfaction of

eligibility criteria applying to the placement generally, such as the offer only being made to investors in certain jurisdictions or with a

certain status, such as wholesale, sophisticated or professional investors only.

5

Issuers should answer Y if there are no restrictions on participation by Related Parties as a result of their status as Related Parties

(i.e. restrictions on participation applying to the placement generally should be disregarded).

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A non-pro rata offer is being undertaken with a view to the

offer providing the company an opportunity to broaden its

shareholder base and improve liquidity.

Equity Securities to be issued

subject to voluntary escrow

N

Number and class of Equity

Securities to be issued that will be

subject to voluntary escrow and the

date from which they will cease to

be escrowed

N/A

Section 8: Lead Manager and Underwriter (mandatory)

Lead Manager(s) appointed Y (in respect of the Placement only)

Name of Lead Manager(s) SP Corporate Pty Ltd and GBA Capital Pty Ltd (in respect

of the Placement only)

Fees, commission or other

consideration payable to Lead

Manager(s) for acting as lead

manager(s)

In respect of the Placement:

 brokerage fee of 6% of funds raised by the Lead

Managers;

 10,000,000 broker options, plus 10 options for

every dollar raised, capped at 25,000,000 options;

and

 TRU will pay SP Corporate Advisory A$7,500 +

GST for the management and execution of the

DVP and cash settlement function.

Underwritten N

Name of Underwriter(s) N/A

Extent of underwriting (i.e. amount

or proportion of the offer that is

underwritten)

N/A

Fees, commission or other

consideration payable to

Underwriter(s) for acting as

underwriter(s)

N/A

Summary of significant events that

could lead to the underwriting

being terminated

N/A

Section 9: Authority for this announcement (mandatory)

Name of person authorised to make this

announcement

Guy Robertson

Contact person for this announcement Guy Robertson, Company Secretary & CFO

Contact phone number +61 (0) 407 983 270

Contact email address guyrobertson@truscreen.com

Date of release through MAP 29/05/2025

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.