Registration of Scheme Booklet with ASIC
Released
Released
Announcement PDF
15091 AL Hwy 20 Madison, AL 35756 ABN: 77 602 793 644 info@titomic.com | titomic.com
ASX Announcement
October 21, 2026
Registration of Scheme Booklet with ASIC
HUNTSVILLE, AL – Titomic Limited (ASX: TTT), a global advanced manufacturing company serving the
U.S. and allied defense industrial base, using its proprietary cold spray Titomic Kinetic Fusion™ (TKF)™
Technology, is pleased to provide an update in relation to the scheme of arrangement between Titomic and
its shareholders (the “Scheme”), pursuant to which Titomic, Inc. (“Titomic US HoldCo”) will acquire 100% of
Titomic’s issued shares and Titomic US HoldCo will become the new ultimate parent company of Titomic and
its subsidiaries (“Titomic Group”), re-domiciling Titomic Group to the State of Delaware in the United States.
Highlights
• The Federal Court of Australia made orders on Tuesday, October 20, 2026 for the convening of the
Scheme Meeting and approving the dispatch of the Scheme Booklet to Titomic shareholders.
• The Scheme Meeting will be held on Monday, November 23, 2026, commencing at 10:00am (Sydney
time).
• The Scheme Booklet has today been registered by ASIC.
• The Scheme Booklet is expected to be dispatched to Titomic shareholders by Thursday, October 22,
2026.
• The Independent Expert has concluded that the Scheme is in the best interests of Titomic shareholders,
in the absence of an alternative proposal or any further information.
• The directors of Titomic unanimously recommend that Titomic shareholders vote in favour of the
Scheme, subject to the Independent Expert continuing to conclude that the Scheme is in the best
interests of Titomic shareholders.1
Court orders
The Federal Court of Australia made orders on Tuesday, October 20, 2026 approving:
• the convening by Titomic of a meeting of Titomic shareholders to consider and vote on the Scheme
(the “Scheme Meeting”); and
• the dispatch of the explanatory statement providing information about the Scheme, together with a
notice of meeting for the Scheme Meeting, (together, the “Scheme Booklet”) to Titomic shareholders.
Chairman’s Quote
Titomic Executive Chairman, Dag Stromme, stated:
“The Board’s unanimous recommendation to redomicile Titomic to the United States marks a pivotal
milestone in our corporate evolution. Establishing a U.S.-domiciled parent entity positions Titomic at the
absolute center of the world’s largest defense and aerospace markets. “
1
The interests of the directors of Titomic in Titomic securities are set out in section 10.1(1) of the Scheme Booklet.
Titomic shareholders should have regard to these interests when considering the recommendations of the directors of
Titomic in relation to the Scheme.
15091 AL Hwy 20 Madison, AL 35756 ABN: 77 602 793 644 info@titomic.com | titomic.com
“Our expansion is validated by strong U.S. federal and local government support. This strategic shift
coincides with strong commercial momentum, as Titomic continues to scale its relationships with the U.S.
military, defense primes, and critical infrastructure sector players. This is highlighted by our recent US$5
million U.S. Air Force contract with Tinker Air Force Base, our U.S. Navy-supported orders and
manufacturing initiatives with sector leaders Bechtel, Boeing, Lockheed Martin and Northrop Grumman. “
“Redomiciling to the U.S. and reshoring our supply chain establishes a robust foundation to accelerate
commercial growth, expand institutional investor access, and maximize shareholder value.”
Why the Board recommends the Scheme
The Titomic Board believes that the Scheme places Titomic in the best position for the next phase of its
growth. A U.S. domicile is expected to bring Titomic’s corporate structure into line with where it operates
and where its largest commercial opportunities are.
The Titomic Board unanimously recommends that Titomic shareholders vote in favour of the Scheme,
subject to no superior proposal emerging and the Independent Expert continuing to conclude that the
Scheme is in the best interests of Titomic shareholders. Subject to the same qualifications, each Director
intends to vote the Titomic shares they hold, or that are held on their behalf, in favour of the Scheme.
The key reasons for the Board’s recommendation are set out in section 2.1 of the Scheme Booklet. In
summary, the Board believes the Scheme will deliver:
• Greater visibility and oversight of Titomic’s U.S. defense business. Titomic works with Tier-1
prime contractors and government customers on U.S. Department of War programs, many of which
involve ITAR-controlled and classified work. To be eligible for this work, Titomic will need a Facility
Security Clearance (FCL) from the Defense Counterintelligence and Security Agency (DCSA). DCSA
reviews FCL applications for foreign ownership, control or influence (FOCI). Titomic has already
started the FCL process with the sponsorship of a U.S. Tier-1 defense prime contractor.
• Direct access to the world’s largest defense market. U.S. defense procurement increasingly
favors domestic supply chains and manufacturing capacity. A U.S. domicile is expected to put Titomic
alongside its largest customers.
• Strategic alignment with Department of War initiatives. The Scheme is expected to align
Titomic with federal efforts to strengthen the defense industrial base. It is also expected to make
Titomic eligible for non-dilutive funding from the U.S. Small Business Administration and the Office of
Strategic Capital.
• Access to deeper capital markets. A U.S.-domiciled parent is expected to give Titomic access to
U.S. defense and other investors who could not, or were reluctant to, invest in a non-U.S. company,
while Titomic keeps its ASX listing.
• More efficient access to capital. A U.S. domicile is expected to improve Titomic’s access to lower-
cost U.S. debt and to institutional and specialist equity investors in defense, aerospace and advanced
manufacturing.
• More strategic options. As a U.S. corporation, Titomic will be better placed to pursue merger, sale
or acquisition opportunities and a potential U.S. initial public offering and listing at an appropriate
time.
Titomic’s global footprint will stay in place. Australia will remain Titomic’s R&D Centre of Excellence and a
long-term strategic priority for the Group. Europe remains a growth market, served from Titomic’s new
22,000-square-foot automated facility in the Netherlands.
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Shareholders should also consider the possible reasons to vote against the Scheme, set out in section 2.2
of the Scheme Booklet. These include:
• you may disagree with the Board’s recommendation and the Independent Expert’s conclusion;
• you may not wish to become a CDI holder in a U.S.-domiciled company;
• the tax consequences of the Scheme may not suit your circumstances;
• the trading value of the Scheme Consideration is uncertain and will depend on the price of Titomic US
HoldCo CDIs on ASX on and after the Implementation Date; and
• a U.S.-domiciled parent company may be exposed to more litigation.
How the Scheme will work
If the Scheme becomes Effective, Titomic shareholders will receive a beneficial interest in one Titomic US
HoldCo share for every 25 Titomic shares held on the Record Date in the form of Titomic US HoldCo CDIs.
The CDIs will be quoted on ASX under the code ‘TTT’.
The Scheme must be approved by Titomic shareholders at the Scheme Meeting and by the Federal Court
of Australia.
Details of the Scheme Meeting
The Scheme Meeting will be held virtually on Monday, November 23, 2026 via an online platform at
https://meetnow.global/MQ9JZUS, commencing at 10:00am (Sydney time).
Further information on, and information regarding how to participate in, the Scheme Meeting is provided in
the notice of meeting for the Scheme Meeting included in the Scheme Booklet. If Titomic shareholders have
additional questions about the Scheme Booklet or the Scheme, please contact the Titomic Scheme
Information Line on 1300 867 053 (within Australia) or +61 3 9415 4002 (outside Australia) Monday to
Friday between 8:30am and 5:00pm (Sydney time).
All Titomic shareholders registered as at 7:00pm (Sydney time) on Saturday, November 21, 2026 will be
eligible to vote at the Scheme Meeting.
All Titomic shareholders are encouraged to vote by attending the Scheme Meeting online or by attorney or
corporate representative, or alternatively by completing and ensuring the relevant proxy form accompanying
the Scheme Booklet is received by Titomic’s share registry by 10:00am (Sydney time) on Saturday,
November 21, 2026. Further information on how to vote at the Scheme Meeting is included in the Scheme
Booklet.
Scheme Booklet
Titomic confirms that the Scheme Booklet has been registered with the Australian Securities and Investments
Commission (“ASIC”). A copy of the Scheme Booklet is attached to this announcement and will also be made
available at the following link:
Titomic Investor Hub
The Scheme Booklet is expected to be dispatched to Titomic shareholders by Thursday, October 22, 2026.
Titomic shareholders who have previously elected to receive electronic communications from Titomic, or who
have made no election on how to receive communications from Titomic but have an email address recorded
in Titomic’s share register, will be sent an email containing instructions regarding how to view or download
a copy of the Scheme Booklet, as well as instructions on how to lodge their proxy form for the Scheme
Meeting.
15091 AL Hwy 20 Madison, AL 35756 ABN: 77 602 793 644 info@titomic.com | titomic.com
Titomic shareholders who have previously elected to receive only hard-copy documents from Titomic will be
sent, via post to their registered address, a hard copy of the Scheme Booklet, a personalised proxy form for
the Scheme Meeting and a reply-paid envelope or an unstamped envelope return addressed to Titomic’s
share registry by prepaid airmail to their postal address (for holders with a registered address outside of
Australia).
Titomic shareholders who have made no election as to how to receive communications from Titomic and
have no email address recorded in Titomic’s share register will be sent a letter via post to their registered
address containing instructions regarding accessing a copy of the Scheme Booklet, as well as instructions on
how to lodge their proxy form for the Scheme Meeting and a reply-paid envelope or an unstamped envelope
return addressed to the Titomic’s share registry by prepaid airmail to their postal address (for holders with
a registered address outside of Australia).
Titomic shareholders should carefully read the Scheme Booklet in its entirety, including the materials
accompanying it, before deciding whether to vote in favour of the Scheme at the Scheme Meeting.
Independent Expert’s Report and Directors’ Recommendation
The Scheme Booklet includes a copy of the independent expert’s report (the “Independent Expert’s Report”)
prepared by RSM Corporate Australia Pty Ltd (the “Independent Expert”), which concludes that the Scheme
is in the best interests of Titomic shareholders as a whole, in the absence of an alternative proposal or any
further information. The conclusion of the Independent Expert should be considered in the context of the full
Independent Expert’s Report, which is included as Annexure A of the Scheme Booklet.
The directors of Titomic unanimously recommend that Titomic shareholders vote in favour of the Scheme,
subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of Titomic
shareholders.2
Subject to the same qualifications, each director of Titomic intends to vote, or cause to be voted, all Titomic
shares held or controlled by, or on behalf of, them at the time of the Scheme Meeting in favour of the
Scheme.
Indicative timetable
The key dates expected for the Scheme are set out below.
Capitalised terms used in this announcement have the same meaning given to those terms in the Scheme
Booklet.
Event Date
Dispatch of the Scheme Booklet Thursday, October 22, 2026
Proxy Form Cut-Off Date
Latest time and date for Proxy Forms or powers of
attorney to be received by the Titomic Share
Registry for the Scheme Meeting
10:00am (Sydney time) on Saturday, November
21, 2026
Scheme Meeting Record Date
Time and date for determining eligibility to vote at
the Scheme Meeting
7:00pm (Sydney time) on Saturday, November
21, 2026
Scheme Meeting 10:00am (Sydney time) on Monday, November 23,
2026
2
The interests of the directors of Titomic in Titomic securities are set out in section 10.1(1) of the Scheme Booklet.
Titomic shareholders should have regard to these interests when considering the recommendations of the directors of
Titomic in relation to the Scheme.
15091 AL Hwy 20 Madison, AL 35756 ABN: 77 602 793 644 info@titomic.com | titomic.com
Event Date
If the Scheme Resolution is approved by Titomic Shareholders, the following key dates will
apply:
Second Court Date 2:15pm (Sydney time) on Thursday, November
26, 2026
Effective Date
Court order to be lodged with ASIC and
announcement to the ASX that trading in Titomic
Shares is to be suspended from close of trading
Friday, November 27, 2026
Titomic US HoldCo CDIs to commence trading on
ASX on a deferred settlement basis
Monday, November 30, 2026
Record Date
Date for determining entitlements of Titomic
Shareholders to the Scheme Consideration
7:00pm (Sydney time) on Tuesday, December 1,
2026
Implementation Date
Scheme Consideration to be issued to Scheme
Shareholders
All Scheme Shares are transferred to Titomic US
HoldCo
Tuesday, December 8, 2026
Titomic US HoldCo CDIs to commence trading on a
normal T+2 settlement basis on ASX
Wednesday, December 9, 2026
Dispatch of Titomic US HoldCo CDI holding
statements and confirmation advices
Thursday, December 10, 2026
* Except where otherwise specified, all times and dates in the above timetable are references to the time
and date in Sydney, Australia unless otherwise stated and all such times and dates are subject to change.
The actual dates and times will depend on many factors outside the control of Titomic and Titomic US
HoldCo, including the Court approval process and the satisfaction or waiver of the conditions precedent to
the Scheme. Due to the time zone differences between Australia and the United States, certain actions
relating to implementation of the Scheme may occur on Monday, December 7, 2026 during US business
hours so as to enable implementation to occur on Tuesday, December 8, 2026 during Australian business
hours. Any changes to the above timetable will be announced to ASX and will be available on Titomic’s
website at https://titomic.com/.
This announcement has been authorized for release by Titomic’s Executive Chairman.
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ABOUT TITOMIC LIMITED
Titomic Limited (ASX: TTT) is a leading Advanced manufacturing company with global operations specializing in large integrated solutions for industrial- scale
metal additive manufacturing, coating, and repairs using its patented kinetic fusion cold spray (Titomic Kinetic Fusion™) technology. Titomic Kinetic Fusion™ cold
spray solutions provide OEM production and R&D services to the global Aerospace, Defense, Shipbuilding, Oil & Gas, Mining and Automotive industries. Titomic
also offers global sales and support for all its Titomic Kinetic Fusion™ cold spray AM activities from its Huntsville, Alabama Global Headquarters, as well as through
local presence in the Australia and Europe. Titomic delivers competitive advantages in metal additive manufacturing at every stage in the product value chain.
For more information, please 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 commercializing 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.
INVESTOR CONTACT
Geoff Hollis
Chief Financial Officer
P: +61 438 168 008
E: geoff.hollis@titomic.com
MEDIA CONTACT
Dave Rogalski
Executive Vice President
Strategy and Business
Development
P: +1 310 291 5706
E: dave.rolgalski@titomic.us
SCHEME BOOKLET
Titomic Limited
ACN 602 793 644
SCHEME BOOKLET
For the scheme of arrangement between Titomic and Titomic Shareholders in relation to the
proposed re-domiciliation of Titomic Group from Australia to the State of Delaware in the United
States, under which a newly formed company incorporated under the laws of the State
of Delaware (Titomic, Inc.) will become the new ultimate parent company of Titomic Group.
The Titomic Board unanimously recommends that you VOTE IN FAVOUR of the Scheme, in
the absence of a superior proposal and subject to the Independent Expert maintaining its
conclusion that the Scheme is in the best interests of Titomic Shareholders.
The Independent Expert has also concluded that the Scheme is in the best interests of Titomic
Shareholders as a whole in the absence of an alternative proposal or any further information.
This is an important document and requires your immediate attention. You should read this
document in its entirety before deciding how to vote on the Scheme. If you are in any doubt as
to what you should do, you should consult your legal, financial, tax or other professional adviser
immediately.
If you require further information or have any questions in relation to the Scheme, please contact
the Titomic Scheme Information Line on 1300 867 053 (within Australia) or +61 3 9415 4002
(outside Australia) Monday to Friday between 8:30am and 5:00pm (Sydney time).
Legal adviser to Titomic
IMPORTANT NOTICES
THIS SCHEME BOOKLET CONTAINS
IMPORTANT INFORMATION
This Scheme Booklet is an important document and
requires your immediate attention. You should read
this Scheme Booklet carefully and in its entirety before
deciding how to vote on the Scheme.
PURPOSE OF THIS SCHEME BOOKLET
The purpose of this Scheme Booklet is to explain the
terms of the Scheme and the manner in which it will
be considered and implemented (if approved by the
Requisite Majority of Titomic Shareholders and by the
Federal Court of Australia (the Court)) and to provide
information as is prescribed or otherwise material to the
decision of Titomic Shareholders regarding how to vote
on the Scheme Resolution.
This Scheme Booklet includes the Explanatory Statement
for the Scheme required by section 412(1) of the
Corporations Act and provides all information required
to be given to Titomic Shareholders or that is otherwise
material to the making of a decision in relation to the
Scheme, being information that is within the knowledge
of any Titomic Director which has not previously been
disclosed to Titomic Shareholders.
If you have sold all of your Titomic Shares as at the date of
this Scheme Booklet, please ignore this Scheme Booklet.
STATUS OF THIS SCHEME BOOKLET
This Scheme Booklet is not a disclosure document
required by Chapter 6D of the Corporations Act.
Section 708(17) of the Corporations Act does not
apply in relation to arrangements under Part 5.1 of the
Corporations Act approved at a meeting held as a result
of an order under section 411(1) of the Corporations
Act. Instead, Titomic Shareholders asked to vote on an
arrangement at such a meeting must be provided with
the explanatory statement as referred to above.
NO INVESTMENT ADVICE
This Scheme Booklet does not constitute financial
product advice and has been prepared without reference
to the individual investment objectives, financial situation,
taxation position or particular needs of any Titomic
Shareholder or any other person.
It is important that you read this Scheme Booklet
carefully and in its entirety before making any decision,
including deciding how to vote on the Scheme Resolution.
This Scheme Booklet should not be relied upon as the
sole basis for any investment decision. If you are in doubt
as to what you should do, you should consult your legal,
financial, tax or other professional adviser immediately.
Titomic Shareholders should consult their tax adviser as
to the applicable taxation consequences of the Scheme.
A summary of certain United States and Australian
taxation considerations is detailed in section 8.
ROLE OF ASIC
This Scheme Booklet includes the Explanatory
Statement for the Scheme required by section 412(1)
of the Corporations Act. A copy of this Scheme Booklet
has been lodged with, and registered by, ASIC for the
purposes of section 412(6) of the Corporations Act.
ASIC has been given the opportunity to comment on
this Scheme Booklet in accordance with section 411(2)
(b) of the Corporations Act. Neither ASIC nor any of its
officers takes any responsibility for the contents of this
Scheme Booklet.
ASIC has been requested to provide a statement, in
accordance with section 411(17)(b) of the Corporations
Act, that it has no objection to the Scheme. If ASIC
provides that statement, it will be produced to the Court
on the Second Court Date.
ROLE OF ASX
A copy of this Scheme Booklet has been lodged with ASX.
Neither ASX nor any of its officers take any responsibility
for the contents of this Scheme Booklet. The fact that
ASX may admit Titomic US HoldCo to its official list is not
to be taken in any way as an indication of the merits of
Titomic US HoldCo.
IMPORTANT NOTICE ASSOCIATED WITH
THE COURT ORDER UNDER SECTION
411(1) OF THE CORPORATIONS ACT
The fact that, under section 411(1) of the Corporations
Act, the Court has ordered that the Scheme Meeting be
convened and has approved the Explanatory Statement
required to accompany the Notice of Scheme Meeting
does not mean that the Court:
(1)
has formed any view as to the merits of the proposed
Scheme or as to how you should vote (on this matter,
you must reach your own decision); or
(2)
has prepared, or is responsible for the content of,
the Explanatory Statement.
NOTICE OF SCHEME MEETING
The Notice of Scheme Meeting is set out in Annexure E.
Further details with respect to the conduct of the Scheme
Meeting, including how to attend and participate via the
online platform, are outlined in the Notice of Scheme
Meeting set out in Annexure E.
NOTICE OF SECOND COURT HEARING
At the Second Court Hearing, the Court will consider
whether to approve the Scheme.
Any Titomic Shareholder may appear at the Second
Court Hearing, expected to be held at the Federal Court
of Australia, New South Wales Registry, Law Courts
Building, 184 Phillip Street, Queens Square, Sydney
NSW 2000, Australia on the Second Court Date which
1
is expected to be at 2:15pm (Sydney time) on Thursday,
26 November 2026.
Any Titomic Shareholder who wishes to oppose approval
of the Scheme at the Second Court Hearing may do so
by filing with the Court and serving on Titomic a notice
of appearance in the prescribed form, together with any
affidavit that the Titomic Shareholder proposes to rely on.
Any changes to the date or arrangements for the conduct
of the Second Court Hearing will be announced to Titomic
Shareholders.
DEFINED TERMS AND INTERPRETATION
Capitalised terms used in this Scheme Booklet (other
than in the Independent Expert Report contained in
Annexure A) and the Proxy Form accompanying this
Scheme Booklet are either defined in brackets when
first used or are defined in the Glossary in section 11. The
Glossary also sets out some rules of interpretation which
apply to this Scheme Booklet. The Independent Expert
Report contains its own defined terms which may be
different from those set out in the Glossary in section 11.
REFERENCES TO THIS SCHEME BOOKLET,
SECTIONS AND ANNEXURES
References to sections and Annexures are to the named
sections and Annexures in this Scheme Booklet.
RESPONSIBILITY STATEMENT
Except as outlined below, the information contained in
this Scheme Booklet has been provided by Titomic and is
its responsibility alone. Except as outlined below, neither
Titomic US HoldCo nor any of its respective officers,
employees or advisers assume any responsibility for the
accuracy or completeness of such information.
The Titomic US HoldCo information has been prepared
by, and is the responsibility of, Titomic US HoldCo. Neither
Titomic nor any of its subsidiaries, directors, officers,
employees or advisers assume any responsibility for the
accuracy or completeness of such information.
RSM Corporate Australia Pty Ltd has prepared, and is
solely responsible for, the Independent Expert Report
contained in Annexure A.
Neither Titomic nor Titomic US HoldCo nor any of their
respective directors, officers or advisers (other than the
advisers on the basis referred to above), assume any
responsibility for the accuracy or completeness of any
of the information in the Independent Expert Report
except, in the case of Titomic and Titomic US HoldCo
respectively, in relation to the information which each of
them has provided to the Independent Expert.
The directors of Titomic and Titomic US HoldCo confirm
that they have not obtained any other reports from
independent experts for the purpose of the Scheme
other than the Independent Expert Report.
NOTICE TO NON-AUSTRALIAN TITOMIC
SHAREHOLDERS
Restrictions in foreign jurisdictions may make it
impractical or unlawful for Scheme Consideration to
be issued under the Scheme to, or received under the
Scheme by, Titomic Shareholders in certain jurisdictions
outside Australia. Titomic Shareholders (whose
addresses as shown in the Titomic Share Register on the
Record Date) in Australia, Austria, Belgium, Canada, China,
Germany, Hong Kong, Ireland, Japan, Netherlands, New
Zealand, Norway, Portugal, Singapore, Thailand, Turkey,
United Arab Emirates, United Kingdom and United States
will be entitled to receive this Scheme Booklet and have
Scheme Consideration issued to them in accordance with
the Scheme.
This Scheme Booklet has not been filed with, or reviewed
by, the US Securities and Exchange Commission or any
United States state securities authority and none of them
has passed upon or endorsed the merits of the Scheme
or the accuracy, adequacy or completeness of this
Scheme Booklet. Any representation to the contrary may
be a criminal offence.
Nominees, custodians and other Titomic Shareholders
who hold Titomic Shares on behalf of a beneficial owner
resident outside Australia, Austria, Belgium, Canada,
China, Germany, Hong Kong, Ireland, Japan, Netherlands,
New Zealand, Norway, Portugal, Singapore, Thailand,
Turkey, United Arab Emirates, United Kingdom and
United States may not forward this Scheme Booklet (or
any accompanying document) to anyone outside these
countries without the consent of Titomic.
A Titomic Shareholder whose address shown in the
Titomic Share Register is in a jurisdiction outside
Australia, Austria, Belgium, Canada, China, Germany,
Hong Kong, Ireland, Japan, Netherlands, New Zealand,
Norway, Portugal, Singapore, Thailand, Turkey, United
Arab Emirates, United Kingdom and United States will
be deemed to be an Ineligible Foreign Holder for the
purposes of the Scheme. Titomic Shareholders who are
deemed to be Ineligible Foreign Holders should refer to
section 4.6 for more information.
NOT AN OFFER
This Scheme Booklet is not a disclosure document for the
purposes of Chapter 6D of the Corporations Act and does
not constitute, nor contain, an offer to sell, or a solicitation
of an offer to purchase, any securities in any jurisdiction in
which, or to any person to whom, it would not be lawful to
make such an offer or solicitation.
The release, publication or distribution of this Scheme
Booklet and/or the accompanying documents into
jurisdictions other than Australia may be restricted by
law and this Scheme Booklet and/or the accompanying
documents may not be distributed or published in any
jurisdiction except under circumstances which result
in compliance with applicable laws and regulations.
Therefore, persons into whose possession this Scheme
Booklet and/or the accompanying documents come
should inform themselves about, and observe, any such
restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws and
regulations of any such jurisdiction.
See section 10.7 for further information on legal
restrictions outside Australia on the distribution of this
Scheme Booklet and participation in the Scheme.
2
NOTICE TO TITOMIC SHAREHOLDERS IN
THE UNITED STATES
The issuance of the Titomic US HoldCo CDIs has not been
registered under the US Securities Act or the securities
laws of any state or other jurisdiction of the United
States. Instead, Titomic US HoldCo intends to rely on
an exemption from the registration requirements of the
US Securities Act provided by section 3(a)(10) of the US
Securities Act in connection with the consummation of
the Sche
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