TruScreen Announces Opening of $2.9 million Capital Raise
21 May 2026
NZX/ASX
TRUSCREEN ANNOUNCES THE OPENING OF A NZ$2.9 MILLION CAPITAL RAISE
Capital Raising
TruScreen Group Limited (NZX/ASX:TRU) (TruScreen or TRU or Company) is pleased to announce the launch of
an approximately NZ$2.943 million capital raising and issue of Shares (Capital Raising) today.
TruScreen achieved product sales growth of 42% YOY to FY2026, and promisingly through a broader range of
participant countries. This included first sales in India with 468 million screening-age women and Indonesia with 95
million of screening age and a government funded mass screening program, representing a runway into significant
total addressable markets.
TruScreen is focussed on accelerating new market development, with a more diversified geographic distribution
footprint that will provide leverage to improve commercial returns. TruScreen’s additional drive to participate in public
health screening programmes requires investment, but the Board believes that achieving critical scale and meeting
clinical need will shorten the pathway to profitability.
TruScreen has recently submitted three proposals to UNITAID for screening programmes across 14 high-burden
countries in Africa, Asia-Pacific, and Latin America – addressable market 1Bn women, with potential revenue as a
consortium lead for TruScreen of up to US$18.4 million. TruScreen’s point-of-care portable AI technology is purpose-
built for the settings where cervical cancer kills most, where there are no laboratories, no pathologists, and no patient
recall second visit. In addition, TruScreen is a technology partner for two separate global and national NGOs in their
grant applications to UNITAID for cervical cancer screening funding. In total, TruScreen is the technology partner in
five grant applications to UNITAID.
The Capital Raising will comprise the following components:
1. Placement: A placement to institutional and other select investors in New Zealand and Australia to raise up to
NZ$1,000,000 (A$833,333) by the issue of up to 71,428,571 new ordinary shares in TruScreen (Shares) at an
issue price of NZ$0.014 (A$0.012) per Share (Placement), with the ability to accept oversubscriptions (at the
Board's discretion and subject to Shareholder approval, if required).
The Company has engaged SP Corporate Advisory Pty Ltd and Erity Capital Pty Ltd to act as joint lead
managers of the Placement. The Placement is not underwritten.
2. Options: Shares issued under the Placement will carry attaching options with an exercise price of NZ$0.014
(A$0.012) and an exercise period of 24 months from the date of issue of the initial Share. The options are
being offered at a ratio of one (1) option for every two (2) Shares subscribed for and issued under the
Placement (Placement Options).
3. Rights Offer: A one (1) for five (5) pro-rata renounceable rights issue to raise up to circa NZ$1.943 million
(A$1.644 million) (Rights Offer). Shares under the Rights Offer are being offered at NZ$0.013 (A$0.011) a 24%
discount to the closing price on 19 May 2026.
The Company also intends to issue up to 30,000,000 options to the joint lead managers of the Placement (SP
Corporate Advisory Pty Ltd and Erity Capital Pty Ltd) in consideration for services provided, subject to Shareholder
approval (together with the Placement Options, the Options).
An Offer Document for the Rights Offer accompanies this announcement. Shareholders should read the Offer
document in full before deciding what actions to take with their rights under the Rights Offer (Rights). Details of the
Rights Offer are as follows:
Rights Offer size
and structure
~NZ$1.943 million (A$1.644 million) pro rata renounceable rights offer to Eligible Shareholders
(defined below) at a ratio of 1 for 5 (Rights Offer). Up to 149,465,065 New fully paid ordinary
Shares in TruScreen (New Shares) will be issued under the Rights Offer.
Rights Offer price NZD$0.013/AUD$0.011 per New Share (Issue Price)
No Rights trading Rights will not be quoted on the NZX Main Board or the ASX. Holders of Rights shall be entitled
to sell their Rights privately off-market.
Bookbuild
Rights that are not taken up, together with the Rights of ineligible shareholders, will be offered
for sale under a shortfall bookbuild on 18 June 2026, with any premium above the Issue Price
(net of any applicable withholding taxes) paid pro rata to the relevant shareholders (Shortfall
Bookbuild).
Eligibility Only TruScreen shareholders with registered addresses in New Zealand or Australia on the
Record Date will be entitled to participate in the Rights Offer (Eligible Shareholders).
Oversubscriptions Eligible Shareholders who elect to take up all of their Rights in full will have an opportunity to
apply for additional shares (Shortfall Shares). Shortfall Shares will be allocated pursuant to
the Shortfall Bookbuild.
Ordinary Shares The New Shares to be issued under the Rights Offer will rank equally in all respects with the
existing ordinary shares on issue in TRU.
The key dates for the Capital Raise are as follows:
Announcement of the Placement and Rights Offer 21 May 2026
Completion of the Placement and announcement of Placement
results
25 May 2026
Record Date for determining Rights 5pm (NZT)/3pm (AEST) 28 May 2026
Opening Date for the Rights Offer 29 May 2026
Dispatch of Offer Documents and Entitlement and Acceptance
Forms
29 May 2026
Allotment of Placement Shares and commencement of trading
of Placement Shares
5 June 2026
Closing Date for the Rights Offer 5pm (NZT)/3pm (AEST) 17 June 2026
Shortfall Bookbuild opens 18 June 2026
Shortfall Bookbuild closes 24 June 2026
Announcement of results of the Rights Offer 25 June 2026
Allotment of New Shares issued under the Rights Offer,
despatch of holder statements and commencement of trading
of New Shares
30 June 2026
The above dates are subject to change at the discretion of TRU, subject to compliance with NZX and ASX Listing
Rules requirements. TRU reserves the right to withdraw the Rights Offer at any time prior to the issue of New Shares
under the Rights Offer at its absolute discretion.
The Capital Raising is being conducted in Australia:
1. in respect of the Placement and the Options, in reliance upon the exemptions relating to “sophisticated
investors” and “professional investors” under section 708 of the Corporations Act 2001 (Cth) (Corporations
Act);
2. in respect of the Rights Offer, pursuant to the provisions of the Corporations Act (as modified by Australian
Securities and Investments Commission (ASIC) Corporations (Non-Traditional Rights Issues) Instrument
2026/98 (ASIC Instrument 2026/98) and ASIC Instrument 23-0122); and
3. in respect of the offer of shortfall shares from the Rights Offer under a shortfall bookbuild to investors that are
not Eligible Shareholders, in reliance upon the exemptions relating to “sophisticated investors” and
“professional investors” under section 708 of the Corporations Act.
The Rights will not be quoted on the NZX Main Board or the ASX.
Use of proceeds
Funds raised under the Placement and the Rights Offer are intended to be used for the following activities (assuming
that approximately NZ$2.943 million (~A$2.47 million) is raised under the Placement and Rights Offer and there are no
oversubscriptions under the Placement or the Rights Offer):
MDR Compliance/ regulatory - completion by 2028
African market registrations
Clinical evidence development
Sales and marketing expansion
Distributor support programmes
Manufacturing capacity – replacement tooling
Working capital, including cost of the offer
Total
NZ$ 100,000
150,000
200,000
200,000
150,000
200,000
1,943,000
2,943,000
Extension of Expiry Date for Existing Options
The Company also announces a variation offer (Extended Options Offer) in respect of the 204,741,031 unlisted
options currently on issue (the Existing Options).
The Existing Options were issued on 17 July 2025 as part of a capital raising announced by the Company on 29 May
2025 (2025 Capital Raising). The 2025 Capital Raising comprised a placement to institutional, professional and
sophisticated investors (2025 Placement), a share purchase plan (2025 SPP), and the issue of broker options to the
joint lead managers of the 2025 Placement, SP Corporate Advisory Pty Ltd and GBA Capital Pty Ltd (2025 Placement
Joint Lead Managers).
The Existing Options were issued on the following basis:
• Placement Options: free-attaching options issued to participants in the 2025 Placement on the basis of one
Placement Option for every one Share issued under the 2025 Placement.
• SPP Options: free-attaching options issued to participants in the 2025 SPP on the basis of one SPP Option
for every one Share issued under the 2025 SPP.
• Broker Options: 14,025,000 options issued to the 2025 Placement Joint Lead Managers as part of the
consideration for services provided under the 2025 Placement.
All Existing Options have an exercise price of NZ$0.022 (A$0.02) per option and currently expire on 17 July 2026.
Reason for Extension
As at the date of this announcement, none of the Existing Options have been exercised, as the price of the Company's
Shares has not exceeded the exercise price of the Existing Options since the date of issue. The Board considers that
it is in the interests of the Company to extend the expiry date of the Existing Options to provide further time and
opportunity for the Existing Options to be exercised, given the potential negative impact on the Company's ability to
raise capital in the future if it does not do so.
Proposed Extension
The Company therefore offers to extend the expiry date of all Existing Options to 17 July 2027. All other terms and
conditions of the Existing Options, including the exercise price of NZ$0.022 (A$0.02) per option, will remain
unchanged.
The Extended Options Offer opens on 21 May 2026.
For New Zealand holders of Existing Options:
If an NZ holder of Existing Options does not wish to accept the Extended Options Offer, they can provide notice to
the Company prior to the existing expiry date of 17 July 2026 (in which case their Existing Options will expire, and
become incapable of exercise, on that date). NZ holders of Existing Options who do not provide such notice, and who
exercise their Existing Options during the extended period, will be deemed to have accepted the variation.
For Australian holders of Existing Options:
The Extended Options Offer is being made in Australia pursuant to a “transaction specific” prospectus under section
713 (as notionally modified by ASIC Instrument 25-0323) of the Corporations Act (Prospectus). A copy of the
Prospectus accompanies this announcement. A person should consider the Prospectus in deciding whether to accept
the Extended Options Offer.
If an Australian holder of Existing Options wishes to accept the Extended Options Offer, they must complete the
application form accompanying the Prospectus and submit the application form before the closing date of 14 July
2026. Existing Options held by Australian holders who do not submit an application form will expire on 17 July 2026.
A copy of the Corporate Action Notice and the Cleansing Notice accompany this announcement.
Ends
Tony Ho
Chairman
Tel: +61 41 734 5839
Email: tonyho@truscreen.com
For more information, visit www.truscreen.com or contact:
Tony Ho
Executive Chairman
tonyho@truscreen.com
Guy Robertson
Chief Financial Officer
guyrobertson@truscreen.com
Jack Zhang
Media & Investor Relations
Jack@sparkplus.org
About TruScreen:
TruScreen Group Limited (NZX/ASX: TRU) is a medical device company that has developed and manufactures
an AI-enabled device for detecting abnormalities in the cervical tissue in real-time via measurements of the low
level of optical and electrical stimuli.
TruScreen’s cervical screening technology enables cervical screening, negating sampling and processing of
biological tissues, failed samples, missed follow-up, discomfort, and the need for costly, specialised personnel
and supporting laboratory infrastructure.
The TruScreen device, TruScreen Ultra
®
, is registered as a primary screening device for cervical cancer screening.
The device is CE Marked/EC certified, ISO 13485 compliant and is registered for clinical use with the TGA
(Australia), MHRA (UK), NMPA (China), SFDA (Saudi Arabia), Roszdravnadzor (Russia), and COFEPRIS (Mexico).
It has Ministry of Health approval for use in Vietnam, Israel, Ukraine, and the Philippines, among others and has
distributors in 29 countries. In 2021, TruScreen established a manufacturing facility in China for devices
marketed and sold in China.
TruScreen technology is recognised in CSCCP’s (Chinese Society for Colposcopy and Cervical Pathology) China
Cervical Cancer Screening Management Guidelines and the COGA Blue Book.
In Dec 2023 TruScreen technology was added to the Vietnam Ministry of Health approved National Technical
List, for use in Vietnam’s public and private healthcare sectors and in 2024 was added to the Russian guidelines
for the screening of cervical cancer.
In financial year 2024 alone, over 200,000* examinations were performed with the TruScreen device. To date,
over 200 devices have been installed and used in China, Vietnam, Mexico, Zimbabwe, Russia, and Saudi
Arabia. TruScreen’s vision is “A world without the cervical cancer”.
To learn more, please visit: www.truscreen.com/.
*Based on Single Use Sensor sales.
---
Investor Presentation
May 2026
2
Disclaimer and important notice
This presentation has been prepared by TruScreen Group Limited (TRU). This presentation has been prepared in relation to the offer of new shares in TRU (New Shares) by way of a:
•Placement to selected investors in certain jurisdictions (Placement); and
•A 1 for 5 Rights Entitlement Offer to TRU's eligible existing shareholders with an address in either New Zealand or Australia (Rights Offer),
under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (FMCA) in New Zealand and in accordance with the relief granted in Australian Securities and Investments Commission (ASIC) Instrument 23-
0122 and ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as amended by ASIC Instrument 25-0323 in Australia (together, the Offer).
Information of a general nature:
This presentation contains summary information about TRU and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and does not purport to be
complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in TRU or that would be required in a product disclosure statement for the purposes of the
FMCA or a prospectus or other disclosure document for the purposes of Chapter 6D of the Australian Corporations Act 2001 (Cth) ("Australian Corporations Act"). The historical information in this presentation is, or is
based upon, information that has been released to NZX Limited (NZX) and ASX Limited (ASX). This presentation should be read in conjunction with TRU’s other periodic and continuous disclosure announcements,
which are available at www.nzx.com and www.asx.com.au.
NZX and ASX:
The New Shares will be quoted on the NZX Main Board following completion of each of the Placement and the Retail Offer, and an application will be made by TRU for the New Shares to be quoted on the ASX.
Neither NZX nor ASX accepts any responsibility for any statement in this presentation. NZX is a licensed market operator, and the NZX Main Board is a licensed market under the FMCA.
Not financial product advice:
This presentation is for information purposes only and is not financial, investment or financial product advice or a recommendation to acquire TRU securities and has been prepared without taking into account the
objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives,
financial situation and needs and consult a broker, solicitor, accountant and/or other professional adviser.
Past performance:
Past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.
Future performance:
This presentation contains certain "forward-looking statements" such as indications of, and guidance on, future earnings and financial position and performance. Forward-looking statements can generally be
identified by the use of forward-looking words such as ‘projected, 'expect', 'anticipate', 'likely', 'intend', 'could', 'may', 'predict', 'plan', 'propose', 'believe', 'forecast', 'estimate', 'target', 'outlook', 'guidance' and other similar
expressions within the meaning of securities laws of applicable jurisdictions, and include, but are not limited to future revenues, the timing of implementation of certain initiatives, growth strategies, the timetable of
the Offer and the use of proceeds. The forward-looking statements contained in this presentation are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and
other factors, many of which are beyond the control of TRU, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. There can be no
assurance that actual outcomes will not materially differ from these forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forward-looking
statements, including the risk factors set out in this presentation. Investors should consider the forward-looking statements contained in this presentation in light of those disclosures.
3
Future performance (continued):
The forward-looking statements are based on information available to TRU as at the date of this presentation. Except as required by law or regulation (including the NZX and ASX Listing Rules) TRU undertakes no
obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise. Indications of, and guidance on, future earnings or financial position or
performance are also forward-looking statements. An investment in securities in TRU is subject to investment and other known and unknown risks, some of which are beyond the control of TRU. TRU does not
guarantee any particular rate of return or the performance of TRU.
Financial data:
All dollar values are in New Zealand dollars (NZ$ or NZD) unless otherwise stated.
Investors should be aware that this presentation contains certain financial information and measures that are "non-GAAP financial information" under the New Zealand Financial Markets Authority Guidance Note on
disclosing non-GAAP financial information, "non-IFRS financial information" under Regulatory Guide 230 on disclosing non-IFRS financial information published by ASIC and "non-GAAP financial measures" within the
meaning of Regulation G, under the U.S. Securities Exchange Act of 1934, and, therefore, are not recognised under New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) and International
Financial Reporting Standards (IFRS). The disclosure of such non-IFRS/GAAP financial information and financial measures in the manner included in this Presentation would not be permissible in a registration
statement under the U.S. Securities Act of 1933 (the U.S. Securities Act). The non-IFRS/non-GAAP financial information and financial measures do not have a standardised meaning prescribed by NZ IFRS, Australian
Accounting Standards or IFRS, and therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in
accordance with NZ IFRS or IFRS. Although TRU believes the non-IFRS/non-GAAP financial information and financial measures provide useful information to users in measuring the financial performance and
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Pro forma financial information:
This presentation also contains pro forma historical financial information to show the impact of the Placement. The pro forma in formation has not been audited or reviewed by TRU's auditors. The pro forma financial
information provided in this presentation is for illustrative purposes only and is not represented as being indicative of TRU's views on its future financial condition and/or performance. The pro forma financial
information has been prepared on the basis set out in this presentation. Investors should note that the pro forma financial information has not been prepared in accordance with, and does not purport to comply with,
Article 11 of Regulation S-X under the U.S. Securities Act.
Not a registered offer document:
This presentation is not a product disclosure statement, prospectus or other disclosure document under New Zealand law, Australian law, or any other law (and will not be lodged with the Registrar of Financial
Service Providers, New Zealand Companies Office, ASIC or any other regulator or exchange in New Zealand, Australia or any other jurisdiction). Such regulators take no responsibility for the contents of this
presentation. Accordingly, this presentation may not contain all information which a prospective investor may require to make a decision whether to subscribe for New Shares and it does not contain all of the
information which would otherwise be required by New Zealand law, Australian law or any other law to be disclosed in a regulated product disclosure statement, prospectus, or any other form of disclosure document.
This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction, including the United States (and will not be lodged with the U.S.
Securities Exchange Commission).
Any decision to purchase New Shares in the Rights Offer should be made on the basis of the information to be contained in a separate offer document to be prepared and made available to eligible retail shareholders.
The offer document for the Rights Offer will be available to eligible retail shareholders in New Zealand and Australia following its lodgement with NZX and ASX. Any eligible shareholder who wishes to apply for New
Shares under the Rights Offer should review the offer document and apply in accordance with the instructions contained in the offer document or as otherwise communicated by TRU. This presentation does not
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The release, publication or distribution of this presentation (including an electronic copy) in jurisdictions outside New Zealand and Australia may be restricted by law and you should observe such restrictions and
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By attending or reading this presentation you represent, warrant and agree that you: (i) are entitled to and permitted under applicable laws and regulations to receive the information contained in this presentation in
accordance with the restrictions as set out in this section of the presentation; (ii) will base any investment decisions solely on information released by TRU via NZX and ASX (including, in the case of the Rights Offer,
the offer document for the Rights Offer), and (iii) agree to be bound by the limitations contained therein.
Disclaimer and important notice (Continued)
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Distribution of presentation:
This presentation (including an electronic copy) must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a breach by TRU of
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the United States. Accordingly, the New 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 U.S. Securities Act and any
other applicable securities laws of any state or other jurisdiction of the United States.
Eligibility:
Determination of eligibility of investors for the purposes of the Offer (or any part of the Offer) is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry
constraints and the discretion of the underwriters and lead managers, and TRU. Each of the underwriters and lead managers and TRU and each of their respective related bodies corporate and affiliates, and each of
their respective directors, officers, partners, employees, representatives and agents, disclaim any duty or liability in respect of that determination and the exercise or otherwise of that discretion, to the maximum
extent permitted by law.
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liability, for any direct or indirect expenses, losses, damages or costs incurred by you as a result of your participation in the Offer and/or the information in this presentation being inaccurate or incomplete in any way
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advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents (Specified Persons) make no representation or warranty, express or implied, as to the currency, accuracy, reliability or
completeness of information in this presentation and, with regards to each Specified Person, take no responsibility for any part of this presentation or the Offer. The Specified Persons make no recommendations as to
whether you or your related parties should participate in the Offer nor do they make any representations or warranties to you concerning the Offer, and you represent, warrant and agree that you have not relied on any
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Offer (whether for the Placement or the Rights Offer) without notice.
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For the purposes of this Disclaimer and Important Notice, "presentation" means the slides, any oral presentation of the slides by TRU, any question-and-answer session that follows that oral presentation, hard copies
of this presentation and any materials distributed at, or in connection with, that presentation.
Disclaimer and important notice (continued)
•Who is TruScreen
•The TruScreen Technology
•The Global Cervical Cancer Screening Market
•Why TruScreen
•TruScreen Sales and Growth Strategy
Who is TruScreen
Enabled by AI, TruScreen provides
an accurate, real time cervical
cancer screening solution
7
TruScreen Group Ltd is a revenue generating Life Science
company with a unique, AI-enabled real-time cervical cancer
screening device.
FY26 annual sales exceeded NZD $2.4m -
42% YOY growth.
TruScreen Group Ltd owns TruScreen Pty
Ltd, the Australian operating company that
manufactures and markets the TruScreen
cervical cancer screening system.
8
Share Price History
TRU.NZ
Market Capitalisation at 11 May 2026:
NZD $13.45m
Shares on Issue:
747,325,326
TruScreen Group Ltd is listed on
the Australian (ASX) and New
Zealand (NZX) stock exchanges,
with a common ticker code of TRU.
9
Corporate Snapshot
Market capNZD$ 13.45m
Share priceNZD$ 0.018
52 week highNZD$ 0.030
52 week lowNZD$ 0.016
Shares on issue747,325,326
Options•204,741,031 Exercisable at
NZ$0.022 with Expiry date
17 July 2026
•6,000,000 Exercisable at
NZ$0.04 with Expiry Date
15 July 2026
ShareholderShares%
New Zealand Depository Nominee110,486,50314.78
New Zealand Central Securities31,885,0214.27
HSBC Custody Nominees30,385,4274.07
Masfen Securities Limited29,050,3693.89
Bhagwanji Bhula Rama27,791,6663.72
Ryan Peter Parkin25,109,0913.36
Kevin Ho & Vicki Ho20,163,3362.7
Major Shareholders
10
2025 & BeyondBuilding for the Future 2020-2024
Building the Fundamentals 2014 - 2020
The TruScreen Journey
2025
China Growth continues
Distribution of Dalton Bio IVD HPV DNA products
Vietnam HPHA program targets 260,000 women
Indonesia and ASEAN commence commercial use
Distributor appointed in South Africa
Global focus on AI boosts recognition of TruScreen
2018 Oct
523% sales
growth in H1
2019 May
Recognition by
World Health
Organization
2020 Jan
ASX Listing
2014 Nov
Listing on NZAX
2023-24
COGA Blue Book and CSCCP Guidelines include
TruScreen
UNITAID recognises TruScreen’s value for Cervical
Cancer screening
WHO invited TruScreen to participate in Key AI meeting
for cervical cancer screening
Vietnam – HPHA large scale screening MOU signed
2018 Jul
Commence large
scale pilot programs
in China with CDC
and COG
2018 Dec
Migration to NZX
2022
Managing COVID-19 challenges
Cost reduction
Manufacturing and business
development in China
Completion of major COGA study
Strengthen distributor arrangement in
Vietnam
2017 Dec
CFDA (NMPA)
approval for second
generation device
2026
Uzbekistan and Zimbabwe screening
programs to commence
UNITAID and Gates Foundation funding
applications made
Distributor appointed in Romania
Landmark COGA paper published
11
The Game Changer
The timeline compression of WHO’s
90-70-90 milestones
1
to December
2030 - Sense of Urgency
UNITAID and global NGOs funding
by late 2026 to drive cervical
cancer screening
1
2
1
https://www.who.int/initiatives/cervical-cancer-elimination-initiative
12
Market Potential
13
Transformational opportunities have recently arisen
through global funder UNITAID's Call for Proposals:
Accelerating Cervical Cancer Elimination through
Secondary Prevention in Low and Middle Income
Countries.
Three grant applications have been made by TruScreen to UNITAID to screen an
additional 400-500,000 women over 3 years.
If successful, additional public screening programs are estimated by TruScreen to add
NZ$4m to annual revenue from FY2028 to FY 2030.
TruScreen has also partnered with two global NGOs in separate grant applications to
UNITAID for cervical screening programmes. In total, TruScreen is the technology partner
in five grant applications to UNITAID.
The TruScreen
Technology
15
Handheld device (HHD)
Single Use Sensor (SUS)
How The TruScreen Device works
Intelligent Cradle
1
2
A pen-like wand covered by a Single Use Sensor (SUS) is
used to gently touch multiple spots on the cervix. The
SUS contains a precision lens and electrodes which
interfaces with the cervix. In doing so, it sends and picks
up low level electrical and optical signals (14 readings per
second) from the cervical tissue.
The TruScreen Handheld Device then applies as an
integrated Al-enabled algorithm to analyse these signals
and compares them to an integrated database of 2,000
patients drawn from a wide range of geographic and
ethnic backgrounds with differing histological diagnoses.
This analysis identifies the presence of abnormal
(cancerous and pre-cancerous) cells in the cervix and
provides physicians with real-time results.
Each TruScreen examination takes one to two minutes to
produce results, compared to conventional Pap tests
which can take days, weeks, or even months in some
countries, for a result to be returned.
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Instant results
TruScreen directly assesses the cervical tissue for precancerous
and cancerous changes, and provides an instant result during
the patient visit.
This enables immediate counselling and clinical action.
It does not rely on laboratory samples such as Pap smears or HPV
tests and ensures equitable access to early detection.
By eliminating the need for laboratory infrastructure,
consumables, and slide interpretation, TruScreen provides an
efficient and objective triage solution, particularly valuable in low-
resource settings facing significant barriers such laboratory
dependence, high costs, infrastructure requirements, and loss to
follow-up.
17
Clinicians/physicians are able to immediately
plan appropri ate patient care
Device has an expected life span of 5–7 years
Disposable SUS is used once per test per
patient - ensures there is no chance of cross-
infection between patients
The entire patient data collection and analysis
is self-checked and controlled. No tissue
sample needs to be taken. These measures
ensure that the results are reliable and
consistent, and that the examination is
painless and safe
TruScreen has been used on over 1 million
women and there has never been a single
adverse event reported
The Global Cervical
Cancer Screening
Market
19
Cervical Cancer Is A Global Public Health Issue
†
Around 660,000 new cases and
around 350,000 deaths in 2022
(WHO).
94% of global deaths occurred in
low and middle income countries
in 2022 (WHO).
Every 2 minutes, a
women dies from
cervical cancer.
Fourth most common cancer in
women worldwide, but preventable - in
fact only one of a handful of cancers
that we understand fully.
Most diagnoses
occur at working age
(35-44)
†
Cervical cancer (who.int)
20
1
Zion Market Research
2
Custom Market Insights
*Women aged 15-64 years in the CIA World Fact Book :
https://www.cia.gov/the-world-factbook/
The Size of the Cervical Cancer Screening Market
2024
$7.9bn
2033
$14.5bn
•Theglobal cervical cancer screening marketis valued at ~USD 7.9 billionin
2024 - projected to reachUSD 14.5 billionby 2033, an annual growth rate
of 5.8% (CAGR).
1
•TruScreen currently makes up just 0.02% of the total market with
enormous headroom for growth. In Low and Middle Income Countries
alone, there are 1bn+ women of screening age.*
•The market remains one of the most dynamic areas in preventive women’s
healthcare, with technology, government support, and innovation driving its
value higher each year.
2
•Cervical cancer cases globally rose 16% from 570,000 (2018) to 662,301
(2022), with projections reaching over 1 million by 2050.
•TruScreen’s three core markets of China, India, and Indonesia collectively
account for 47.7% of all global cases.
•The WHO 70% screening target implies significant additional screening
events needed, predominantly in LMICs where TruScreen operates.
21
WHO & 194 Countries are committed
to eliminating Cervical Cancer
•In 2020 The World Health Organisation (WHO) and 194 member countries agreed on a strategy to eliminate
cervical cancer this century
90%
90% HPV Vaccination
coverage for girls by 15 years
of age
70%
70% of women screened using a high-
performance test by 35 years of age
and again by 45 years of age
90%
90% of women with pre-cancer
treated and 90% of women with
invasive cancer managed
The WHO and member nations immediate commitment is to have screening coverage of 70% of women by
2030 – which TruScreen is well positioned to support.
Why TruScreen
23
20
Active
Countries
1m+
Women
Screened
NZ$2.4M
FY26E
Revenue
232
Devices operational
worldwide
•TruScreen operates in a favourable macro environment defined by the WHO 2030 90-70-90 cervical cancer
elimination strategy
•Unmet screening demand in low- and middle-income countries is significant, and TRU real-time technology
is best suited to support screen-and-treat initiatives
•Adoption of AI-enabled point-of-care (POC) diagnostics is growing globally
•TruScreen holds less than 0.1% of the global cervical cancer screening market and 2.8% of the point-of-care
device segment - headroom for growth is enormous
24
Extensive body of clinical evidence
Over 40,000 women in clinical trials to date***
***Total number of subjects across published and unpublished clinical studies in English, data from TruScreen device generation I and II
Ye a rCountryInvestigatorN
2002ChinaDr Huang Yi683
2002ChinaDr Wang Ziyao301
2003UK/Aus Prof A. Singer651
2008Poland Dr. Pruski234
2009ChinaProf Ding Ma302
2010ChinaDr. He Xiu-Kui392
2010ChinaProf Fengnian Rong532
2010Korea Dr. Hyeong Soo Lim292
2011Poland Dr. Pruski293
2011ChinaDr. Li Xia500
2015Turkey Dr. Özgü E285
2016ChinaDr. LI Pei,368
2017Mexico Dr. Ricardo Lua521
2018ChinaDr. Huixia Yang2730
2018-2021China54 Hospitals14,982
Ye a rCountryInvestigatorN
2019ChinaD r. Baojin Wang315
2019ChinaDr. Wei Zhang1030
2019ChinaDr. Yanhong Jia320
2020ChinaDr Kang Yanan192
2021ChinaProf Chen Fei974
2021ChinaDr Wei Yingting458
2022ChinaDr Chen Zhenbo476
2022ChinaDr Zhu Bo283
2022ChinaDr Zhao Yuqian1319
2022AustraliaDr Jessica Vet506
2023ChinaDr Luo Lianmei318
2023ChinaDr Liu Hang997
2024ChinaDr Yang Yueming489
2024ChinaDr Fengyi Xiao & Long Sui1908
2024Saudi ArabiaDr S Maqsood and DrM Alhudhud507
25
COGA Trial (n= 14,982, 2018-2021)
4
•COGA multicentre trial (64 hospitals, 9 provinces), represents the world’s largest opto-electronic cervical screening study
•TruScreen specificity surpassed Liquid Based Cytology (LBC) and hrHPV
•TruScreen was determined to be a simple, effective and rapid real-time cervical cancer screening method
•TruScreen was determined to be an appropriate primary cervical cancer screening tool in regions with high morbidity and mortality to cervical
cancer
•Highlighted the superiority of TruScreen against alternative screening methods as well as the potential benefits of a TruScreen-HPV co-testing.
•The size of the COGA study, which was TruScreen’s largest clinical evaluation to date, lends extra significance to its results and broad
conclusions.
TruScreen’s
sensitivity
was well above that for LBC (87.5% v’s
66.5%), with a high degree of
statistical significance (p<0.001).
TruScreen’s
specificity
(88.4%) was higher than both LBC
(86.3%) and hrHPV testing (78.3%)
(also at p<0.001).
The sensitivity of TruScreen-hrHPV co-testing
was higher than that of LBC-hrHPV co-testing,
98.4% vs 95.9%
(statistically significant at p=0.006).
NOTE: A Saudi Study published in BMC Womens Health in April 2025 showed TS Sensitivity and Specificity of 83.3% and 95% v Pap at 66.7% and 98.2%
26
Why TruScreen?
TruScreenLiquid Based Cytology (LBC)HPV DNA
Real time results
Low infrastructure
costs
Strong clinical results
Objective results
Low training threshold
Portable
No cell or tissue
samples taken
TruScreen Sales &
Growth Strategy
28
Device installations and SUS Sales
KEY FINANCIALS
NZD (m)
FY 23
Actual
FY 24
Actual
FY25
Actual
FY26 Actual
(unaudited)
Sales1.662.11.72.4
Total Revenue2.22.62.12.8
COGS1.31.41.21.7
R&D0.90.90.80.9
EBITDA-2.4-2.0-2.2-2.2
Write off of Non-Current
Assets
-0.05---
Amortisation & Depreciation----
LOSS FOR YEAR-2.4-2.0-2.2-2.2
Net Assets2.53.21.02.6
Cash2.22.70.041.5
From FY25 to FY26:
Sales increased 42% YOY
SUS Sales increased 1% YOY
Revenue increased 33% YOY
EBITDA – no change YOY
Net Assets increased 160% YOY
China SUS/Device Pull Through -4% YOY
29
FY25 ACTUALFY26 ACTUAL
NZ$1.7m
Unaudited sales NZ$2.4m
30
Recurring Revenue Model
•TruScreen manufactures two devices –
oone made in China for use in China, where locally manufactured products have
preferential market access
oone made in Australia for other markets
•For each patient screened with the TruScreen device a new disposable Single Use
Sensor (SUS) must be used. This creates a recurring revenue model with a
consumable sale for each patient screened with TruScreen.
31
TruScreen Sales Strategy
•Whilst many other medical technology companies seek to commercialize their devices in
developed countries, TruScreen focuses on Low and Middle Income Countries (LMICs)
such as China, Mexico, Vietnam, India, Indonesi and Zimbabwe.
•Working with global and national NGOs, to manage large scale public health screening
programs
•These countries and other LMICs have no or minimal large-scale cervi cal cancer screening
programs and infrastructure. This creates a gap in the market for TruScreen that is not
available in the developed markets and allows quicker market access from a relative lack of
existing competition.
•In comparison with cytology and HPV DNA screening TruScreen is ‘capital light’, not
requiring lab infrastructure to be established prior to commencing screening.
32
•World Health Organisation (WHO)
•UNITAID
•Clinton Health Access Initiative
•Daffodil Foundation - Australia
•China Obstetricians and
Gynaecologists Association
•China Society for Colposcopy and
Cervical Pathology
•Russia Cervical Cancer Screening
Guideline
•Vietnam Hospital Technical List
•CE Mark, European Union
•NMPA, China
•TGA, Australia
•MHRA, UK
•SFDA, Saudi Arabia
•Roszdravnadzor, Russia
•COFEPRIS, Mexico
•WAND New Zealand
•Zimbabwe Ministry of Health
•IEAKI Indonesia
•Vietnam MOH
•India (Test Licence)
•Uzbekistan
•HSA, Singapore
•Thai FDA
TruScreen Regulatory Approvals
•ISO 13485
•IEC 60601-1
•IEC 60601-1-2
•CE Mark
International Approvals:Recognized by
International Quality
Accreditation:
33
Saudi Arabia study published with
sensitivity 83.3% and specificity 95%
compared with Pap test of 66.7% and
98.2% respectively
Uzbekistan product registration completed to enable the
validation trial of TruScreen for a national cervical cancer
screening program
COFEPRIS approval for
use in Mexico Public
Health system
Launch of 5 year, 260,000 women
cervical cancer screening program
at Ho Chi Minh City Public Health
Association
Indonesian distributor appointed
with commercial sales
commenced in a significant
addressable market
Inclusion in Chinese Obstetricians and
Gynecologists Association (COGA) Blue
Book guideline and China Society for
Colposcopy and Cervical Pathology
(CSCCP) guideline
India distributor
appointed (world’s
second most
populous country)
Revalidation completed
for additional public
screening programs in
Zimbabwe
Appraisal by Baylor
Foundation from the
US for a public
screening program in
Eswatini
Global presence
Registration and Sales activity in Russia, Kazakhstan,
Kyrgyzstan, Armenia and Belarus
Europe CE mark held as proof of
quality and efficacy
Product registration granted in
Singapore and Thailand, and
Malaysia is underway
Distributor appointed
in South Africa and
product registration
underway
Rwanda
distributor to be appointed
Romania
distributor appointed
Nigeria distributor
to be appointed
Bangladesh
distributor
appointed
34
Growth Strategies
Market expansion to continue with China the key focus
Focus on key growth provinces (Shandong, Jiangsu,, Hunan, Zhejiang, Guangdong, Guangxi) - To t a l
population 496m
Enter huge African market collaborating with NGOs
Strengthen vertical Asian market from Indonesia through China, and capitalise on Indian
distribution network
Target Govt and NGO funded programs in Zimbabwe, Vietnam, Mexico and Uzbekistan
35
Reduce SUS and Device COGS and increase margins
Focus on countries with limited or nil cervical screening capability
Developing strategic partnerships for complementary woman’s health services
Capitalise on global focus on AI enabled cervical cancer technologies – e.g. WHO
Expand product portfolio to include Dalton Bio HPV related IVD products, including HPV DNA tests
and self sampling
Build on International NGO Recognition (WHO, UNITAID, CHAI, COGA , CSCCP) to build acceptance
and remove barriers to sale
36
DaltonBio Strategic Alliance
1.TruScreen to be appointed a global distributor of DaltonBio HPV related IVD products (excluding U.S.A. and Canada).
2.DaltonBio to explore opportunities to assist sales of TruScreen’s AI enabled real time cervical screening device within its
distribution network, notably in its selected distributors in China and South America. DaltonBio have 200 sub distributors in
China which may augment TruScreen’s current distribution network in it’s largest market.
•Q4 FY25 - Memorandum of Understanding signed with Dalton
Biosciences (DaltonBio)
•Q1 FY26 - TruScreen and Dalton Bio sign Distribution Agreement for
HPV products in India
The collaboration will enhance access to innovative cervical cancer screening and detection solutions by leveraging the
technology strengths of both companies. As demonstrated in the COGA landmark study (2023) and Beijing Obstetrics and
Gynecology Hospital study (Dovepress, May 2025), co-testing improved TruScreen’s already impressive standalone sensitivity
significantly.
Thank you.
Guy Robertson
Chief Financial Officer
E – guyrobertson@truscreen.com
Tony Ho
Executive Chairman
E – tonyho@truscreen.com
TruScreen
Suite 3.03 18 Orion Rd
Lane Cove West NSW 2066
Australia
www.truscreen.com
---
1
TruScreen Group Limited
ARBN 644 098 760
OPTIONS PROSPECTUS
For the offers of:
a) up to 65,224,999 Extended Placement Options* to Australian Placement
Optionholders, on the basis of one (1) free Extended Placement Option for every one
(1) Placement Option held (Placement Optionholder Offer);
b) up to 14,613,570 Extended SPP Options* to Australian SPP Optionholders, on the
basis of one (1) free Extended SPP Option for every one (1) SPP Option held (SPP
Optionholder Offer); and
c) up to 14,025,000 Extended Broker Options to SP Corporate Advisory Pty Ltd and
GBA Capital Pty Ltd (Broker Offer),
(collectively, the Offers).
*These figures assume that there is no change in the number of Placement Options and SPP Options
held by Australian Optionholders between the Last Practicable Date and the Record Date.
IMPORTANT NOTICE
This is an important document which requires your immediate attention. It should be read in
its entirety. If you are in doubt about what to do, you should consult your stockbroker,
accountant, solicitor, or other professional adviser.
The securities offered by this Prospectus should be considered speculative in nature.
Not for release to US wire services or distribution in the United States
2
IMPORTANT NOTICES
General
This Prospectus is issued by TruScreen Group Limited ARBN 644
098 760 (Company).
This Prospectus is dated 21 May 2026 and was lodged with ASIC
on that date. None of ASIC, ASX or their respective officers or
employees takes any responsibility for the contents of this
Prospectus or the merits of the investment to which this Prospectus
relates.
Interpretation
In this Prospectus:
• a reference to “the Company”, “we”, “our” or “us” is to
TruScreen Group Limited ARBN 644 098 760;
• a reference to “you” or “your” is to a person to whom the
Placement Optionholder Offer, SPP Optionholder Offer or
Broker Offer is made;
• a reference to “Section” is to a section of this Prospectus;
• the words “include”, “including”, “for example”, “such as” and
similar expressions are not used as words of limitation and,
when introducing specific examples, do not limit the meaning
of the words to which those examples relate or examples of
a similar kind; and
• headings, boldings, italics and underlines are for convenience
only and do not affect the interpretation of this Prospectus.
Defined terms
Some of the terms used in this Prospectus have defined meanings.
These are capitalised and are defined in the Glossary in Section 9.
Transaction specific prospectus
This Prospectus is a transaction specific prospectus issued in
accordance with section 713 of the Corporations Act (as modified
by ASIC Instrument 25-0323). It does not contain the same level of
disclosure as an initial public offering prospectus. In preparing this
Prospectus, regard has been had to the fact that the Company is
listed on the NZX and subject the continuous disclosure regime of
the NZX Listing Rules (which is virtually identical to the regime
applicable to the Company as if it were a 'disclosing entity' for the
purposes of the Corporations Act), and that certain matters may
reasonably be expected to be known to investors and professional
advisers to whom investors may consult.
Exposure period
No exposure period applies to the Offers by operation of ASIC
Corporations (Exposure Period) Instrument 2026/90.
Expiry date
No Options will be issued on the basis of this Prospectus any later
than 13 months after the date of this Prospectus.
No cooling off rights
Cooling off rights do not apply to an investment in Options. You
cannot withdraw your application once it has been accepted.
Currency
All financial amounts contained in this Prospectus are expressed
as Australian currency unless otherwise stated. Conversions may
not reconcile due to rounding. All references to “NZ$” are
references to New Zealand dollars and all references to “A$” are
references to Australian dollars.
Amounts referred to in this Prospectus when expressed in
Australian dollars or New Zealand dollars may change as a result
of fluctuations in the exchange rate between those currencies.
Not financial product advice
The information in this Prospectus is not financial product advice
and has been prepared without taking into account your financial
and investment objectives, financial situation or particular needs
(including financial or taxation issues). It is important that you read
this Prospectus carefully and in full before deciding whether to
invest in the Company.
Risk factors
Potential investors should be aware that subscribing for securities
in the Company involves a number of risks. The key risk factors of
which investors should be aware are set out in Section 6. These risks,
together with other general risks applicable to all investments in listed
securities not specifically referred to, may affect the value of the
Options (and underlying Shares) in the future. Accordingly, an
investment in the Company should be considered highly speculative.
Investors should consider consulting their professional advisers
before deciding whether to apply for Options pursuant to this
Prospectus.
Disclaimer
No person is authorised to give any information or make any
representation in connection with the Offers which is not contained in
this Prospectus. Any information or representation not contained in
this Prospectus may not be relied on as having been authorised by
the Company, the Board or any other person in connection with the
Offers.
You should be aware that past performance is not indicative of future
performance. Any new or change in circumstances that arise after the
date of this Prospectus will be disclosed by the Company to the extent
required and in accordance with the applicable laws.
Regulation of the Company under New Zealand laws
As the Company is not incorporated in Australia, its general corporate
activities (apart from offering securities in Australia) are not regulated
by the Corporations Act or by ASIC, but are instead governed by the
Companies Act 1993 (NZ) and other applicable New Zealand laws.
The Company’s shares are listed and on the NZX (NZX:TRU). The
NZX has not examined nor approved the contents of this document.
Foreign jurisdictions
This Prospectus does not constitute an offer or invitation to apply for
Options in any jurisdiction in which, or to any person to whom, it would
be unlawful to make such an offer or invitation.
The distribution of this Prospectus in jurisdictions outside Australia
may be restricted by law. Persons residing in any such jurisdiction
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 law.
New Zealand
The Extended Placement Options, Extended SPP Options and
Extended Broker Options offered under this Prospectus are not being
offered or sold within New Zealand. Options are being offered in New
Zealand without disclosure in reliance on the exclusions in clauses
19(1) and 19(1A) of schedule 1 to the Financial Markets Conduct Act
2013 (New Zealand). The terms of the offer of options in New Zealand
are set out in the Company’s announcement dated 21 May 2026, a
copy of which is available on the ASX market announcements
platform.
This Prospectus has not been registered, filed with or approved by
any New Zealand regulatory authority under the Financial Markets
Conduct Act 2013 (New Zealand). This Prospectus is not a product
disclosure statement, an investment statement or prospectus or other
disclosure document under New Zealand law and is not required to,
and may not, contain all the information that a product disclosure
statement, investment statement, prospectus or other disclosure
document under New Zealand law is required to contain.
Notice to U.S. residents
This Prospectus may not be distributed to, or relied upon by, persons
in the U.S. The Options have not been, and will not be, registered
under the U.S. Securities Act or the securities laws of any state or
other jurisdiction of the U.S. and may not be offered or sold, directly
or indirectly, in the U.S., except in a transaction exempt from, or not
subject to, registration under the U.S. Securities Act and applicable
state securities laws of the U.S.
Prospectus and Application Form
This Prospectus will generally be made available in electronic form
by being posted on the Company’s offer website at
https://www.truscreen.com/investors. Persons having received a
copy of this Prospectus in its electronic form may obtain an additional
paper copy of this Prospectus (free of charge) from the Company by
contacting the Company Secretary, Guy Robertson, on +61 (0) 407
983 270 during normal business hours, or by email at
guyrobertson@truscreen.com. The Offers as constituted by this
Prospectus in electronic form is only available to persons receiving
an electronic version of this Prospectus and Application Form within
Australia.
3
The electronic copy of this Prospectus available from the
Company’s website will not include an Application Form. The
Company will provide the Prospectus together with the Application
Form to persons eligible to participate in the Offers.
The Corporations Act prohibits any person from passing on to
another person the Application Form unless it is accompanied by
or attached to a complete and unaltered copy of this Prospectus.
By submitting an Application Form, you are taken to have
warranted and represented to the Company that you were given
access to this Prospectus, together with the Application Form.
Forward looking statements
Some of the statements appearing in this Prospectus are in the
nature of forward looking statements, including statements of
intention, opinion and belief and predictions as to possible future
events. Such statements are not statements of fact and are subject
to inherent risks and uncertainties (both known and unknown)
which may or may not be within the control of the Company. You
can identify these statements by words such as “aim”, “anticipate”,
“assume”, “believe”, “could”, “estimate”, “expect”, “goal”, “intend”,
“may”, “objective”, “plan”, “predict”, “potential”, “should”, “target”
and other similar expressions that are predictions or indicative of
future events and trends.
Although the Directors believe that the expectations reflected by
the forward looking statements in this Prospectus (including the
assumptions on which they are based) are reasonable as at the
date of this Prospectus, no assurance can be given that such
expectations or assumptions will prove to be correct. Actual
outcomes, events or results may differ – possibly to a material
extent – from the outcomes, events or results expressed or implied
in any forward looking statement in this Prospectus. Factors that
may cause such differences include the risks described in Section
6 of this Prospectus. You are urged to consider these factors
carefully in evaluating the forward looking statements contained in
this Prospectus, and are cautioned not to place undue reliance on
such statements.
None of the Company nor its directors, officers, employees or
advisers, nor any other person named in or involved in the
preparation of this Prospectus, makes any representation,
warranty or guarantee (expressed or implied) as to the accuracy or
likelihood of fulfilment of any forward looking statement in this
Prospectus, or any outcome expressed or implied in any such
statement.
The forward looking statements in this Prospectus reflect views
held only as at the date of this Prospectus. The Company does not
intend to publicly update or revise such statements to reflect new
or changes in circumstances arising after the date of this
Prospectus except to the extent required by applicable laws.
Target Market Determination
In accordance with the design and distribution obligations under
the Corporations Act, the Company has determined the various
target markets for the offer of Options issued under this
Prospectus. The Company will only distribute this Prospectus to
those investors who fall within the target market determination
(TMD) as set out on the Company’s website at
https://www.truscreen.com/investors. By making an application
under the Offers, you warrant that you have read and understood
the TMD and that you fall within the target market set out in the
TMD.
Website
Except where expressed stated otherwise, no document or
information included on the Company’s website is incorporated by
reference into this Prospectus.
Privacy
You may be required, in connection with the Offers, to provide
information that may be “personal information” for the purposes of
the Privacy Act 1988 (Cth) (Privacy Act) to the Company, its
officers, employees, agents, contractors, third party service
providers (such as the Share Registry) (collectively, Collecting
Parties). The personal information collected may include your full
name, date of birth, address and phone number.
The collection and management of your personal information will
be conducted in accordance with the Privacy Act, which governs
the use of a person’s personal information and sets out principles
governing the ways in which organisations should treat personal
information.
The personal information that the Collecting Parties collect from you
will be used to evaluate your Application for Options and if your
Application is successful, to issue Options to you and provide
services and appropriate administration in relation to your security
holdings in the Company. In particular, if you become a security
holder in the Company, the Corporations Act, ASX Settlement
Operating Rules and Australian taxation legislation require that the
Company includes information about you (including your name,
address and details of the securities that you held) in its public
register. The information contained in the Company’s public register
must remain there even if you cease to be a security holder.
Information contained in the Company’s registers may be used, from
time to time, to:
• facilitate dividend and distribution payments;
• facilitate corporate communications (including the Company’s
financial results, annual report and other information that the
Company may wish to communicate to its security holders);
• inform security holders about other products and services
offered by the Company that it considers may be of interest to
security holders; and
• comply with legal and regulatory requirements.
The types of agents and service providers that may be provided with
your personal information and the circumstances in which such
information may be shared include:
• the Company’s share registry for ongoing administration of the
Company’s share register;
• printers and mail houses for the purpose of preparing,
distributing and mailing statements and other communications;
• market research companies for the purpose of analysing the
Company’s investor base; and
• legal and accounting firms, auditors, contractors, consultants
and other professional advisers for the purpose of administering
the Shares and Options and advising on the Company’s rights
and obligations with respect to Shareholders and Optionholders
and associated actions.
If the Collecting Parties are obliged to do so by law, your personal
information will be passed on to other parties in accordance with legal
requirements. Once personal information is no longer needed for the
Company’s records, the Collecting Parties will destroy or de-identify
it.
By submitting an Application Form, you agree that the Collecting
Parties may:
• hold and use your information for the purposes set out in this
privacy disclosure statement and may disclose it for those
purposes to the Share Registry, the Company and its officers,
employees, agents, contractors, third party service providers
(including printers, mailing houses) and professional advisers,
and to ASX, ASIC and other regulatory authorities; and
• disclose your personal information to recipients in Australia for
the purposes set out in this privacy disclosure statement or as
otherwise required by law.
If you do not provide the required information, the Collecting Parties
(as relevant) may not be able to accept or process your application.
You have a right to gain access to the information that the Collecting
Parties hold about you subject to certain exemptions under law. A
fee may be charged for access. Access requests must be made in
writing to the relevant Collecting Party’s registered office. If you wish
to make an access request to the Company or the Share Registry,
please direct your request to the Company’s Privacy Officer at
guyrobertson@truscreen.com or the Share Registry’s Privacy Officer
at privacy.officer.nz@mpms.mufg.com (as applicable).
This is an important document and should be read in its entirety
before making any investment decision in relation to the
Company and the Options.
4
Indicative Timetable
EVENT DATE
Announcement of Offers
Prospectus lodged with ASIC and ASX
Thursday 21 May 2026
Record Date for the Offers
5.00pm (Sydney time),
Wednesday 20 May 2026
Opening Date of the Offers Thursday 21 May 2026
Closing Date of the Offers 5.00pm (Sydney time),
Tuesday 14 July 2026
Expiry Date for Existing Options (Placement Options, SPP Options and
Broker Options)
17 July 2026
Expiry Date for Extended Options (Extended Placement Options,
Extended SPP Options and Extended Broker Options)
17 July 2027
Other than the expiry dates of the Existing Options, the above dates are indicative only and subject to change. The
Company reserves the right to vary any or all of the dates and times of the Offers or to withdraw the Offers without any
prior notice, subject to the Corporations Act, the NZX Listing Rules, ASX Listing Rules and other applicable laws.
5
Table of Contents
Indicative Timetable .......................................................................................................................... 4
1. Key Information ................................................................................................................. 6
2. Details of the Offers ........................................................................................................... 8
3. How to participate in the Offers ..................................................................................... 11
4. Purpose and effect of the Offers .................................................................................... 12
5. Rights and liabilities attaching to Securities ................................................................ 15
6. Risk Factors ..................................................................................................................... 19
7. Additional Information .................................................................................................... 23
8. Directors' Authorisation .................................................................................................. 30
9. Glossary ........................................................................................................................... 31
6
1. Key Information
Question Answer Further
Information
Who is the issuer of
this Prospectus?
TruScreen Group Limited ACN ARBN 644 098 760 (ASX: TRU)
(Company or TRU).
N/A
What is the purpose of
the Offers?
The Placement Options, SPP Options and Broker Options issued by the
Company on 17 July 2025 (Existing Options) have an expiry date of
17 July 2026. The Company wishes to extend the expiry date of these
options. TRU is a company registered in New Zealand. Under the
Financial Markets Conduct Act 2013 (NZ) (NZ FMCA), such extension,
being an offer of a variation of the terms or conditions of the Existing
Options, is deemed to be a new offer of the Existing Options as varied.
As such, the Offers are being made to grant Australian Placement
Optionholders, Australian SPP Optionholders and the Joint Lead
Managers options (being the Extended Placement Options, Extended
SPP Options and Extended Broker Options respectively) with the same
terms as the Existing Options, except with a new expiry date of 17 July
2027.
Sections 2.1
and 4.1
What is the Placement
Optionholder Offer?
Australian Placement Optionholders are being offered one (1) Extended
Placement Option for every one (1) Placement Option held as at the Record
Date. Each Extended Placement Option will be issued for nil additional
consideration, has an exercise price of NZ$0.022 (A$0.02), and will expire
on 17 July 2027.
Section 2.2
Who is eligible to
participate in the
Placement
Optionholder Offer?
The Placement Optionholder Offer is made to the Australian Placement
Optionholders, being registered holders of Placement Options as at the
Record Date who have a registered address in Australia.
Section 2.2
What is the total
number of Extended
Placement Options to
be issued under the
Placement
Optionholder Offer?
65,224,999 Extended Placement Options (assuming there is no change
to the number of Placement Options held by Australian Placement
Optionholders between the Last Practicable Date and the Record Date).
Section 2.2
What is the SPP
Optionholder Offer?
Australian SPP Optionholders are being offered one (1) Extended SPP
Option for every one (1) SPP Option held as at the Record Date. Each
Extended SPP Option will be issued for nil additional consideration, has an
exercise price of NZ$0.022 (A$0.02), and will expire on 17 July 2027.
Section 2.3
Who is eligible to
participate in the SPP
Optionholder Offer?
The SPP Optionholder Offer is made to the Australian SPP
Optionholders, being registered holders of Placement Options as at the
Record Date who have a registered address in Australia.
Section 2.3
What is the total
number of Extended
SPP Options to be
issued under the SPP
Optionholder Offer?
14,613,570 Extended SPP Options (assuming there is no change to the
number of SPP Options held by Australian SPP Optionholders between
the Last Practicable Date and the Record Date).
Section 2.3
What is the Broker
Offer?
The Joint Lead Managers are being offered one (1) Extended Broker
Option for every one (1) Broker Option held as at the Record Date. Each
Extended Broker Option will be issued for nil additional consideration, has
an exercise price of NZ$0.022 (A$0.02), and will expire on 17 July 2027.
Section 2.4
What is the total
number of Extended
Broker Options to be
issued under the
Broker Offer?
14,025,000 Extended Broker Options (assuming there is no change to
the number of Broker Options between the Last Practicable Date and
the Record Date).
Section 2.4
Is Shareholder approval
required for the issue of
the Options under the
Offers?
No. N/A
Will the Options be
quoted?
The Company will not apply for quotation of the Options on NZX or ASX. Section 5.1(i)
7
What is the effect of the
Offers on the
Company?
The principal effect of the Offers will be to issue:
• 65,224,999 Options under the Placement Optionholder Offer;
• 14,613,570 Options under the SPP Optionholder Offer; and
• 14,025,000 Options under the Broker Offer,
assuming there is no change to the number of Placement Options held
by the Australian Placement Optionholders, SPP Options held by the
Australian SPP Optionholders, and Broker Options, between the Last
Practicable Date and the Record Date.
Section 4.3
What is the effect of the
Offers on control of the
Company?
The Offers are not expected to have any material effect on the control
(as defined in section 50AA of the Corporations Act) of the Company.
Section 4.5
What are the key risks
associated with an
investment in the
Company?
An investment in the Company has risks that you should consider
before making a decision to invest. These risks include (but are not
limited to):
• risks associated with options generally, including that the Shares
may not trade above the Option exercise price, and that the
exercise of any Options will dilute existing shareholdings;
• legal and regulatory risks arising from the Company operating in
many countries, each with its own regulatory approval, certification
process;
• risks associated with the Company’s intellectual property rights,
which may adversely impact the saleability of the Company’s
products, such as breaches of the Company’s intellectual property
rights by third parties, competitors developing products similar to
the Company’s products;
• risks associated with the potential failure of the Company’s
suppliers and/or distributors to perform their obligations to the
Company, which may affect the Company’s ability to meet sales
demands and generate revenue;
• competition related risks which may affect the Company’s market
share or profitability, such as larger and more established
competitors expanding or developing their technologies, or
pharmaceutical industry innovations; and
• loss of any of the Company’s key personnel and the time taken to
replace such personnel.
Further details on the key risks associated with an investment in the
Company are set out in Section 6 which should be read in full.
Section 6
What are the key dates
of the Offers?
Please see page 4 of this Prospectus – “Indicative Timetable”. Page 4
Where can I find more
information?
Enquiries relating to this Prospectus should be directed to the Company
Secretary, Guy Robertson, on + 61 (0) 407 983 270 during normal
business hours, or by email at guyrobertson@truscreen.com.
You should read this document in its entirety before making any
investment decision. If after reading this document, you have any
questions about any of the Offers, you should speak to your
professional adviser.
N/A
8
2. Details of the Offers
2.1 Background
On 17 July 2025, the Company issued 204,741,031 unlisted options (Existing Options). The
Existing Options were issued pursuant to a capital raising undertaken by the Company which was
announced on 29 May 2025 (2025 Capital Raising). Pursuant to the 2025 Capital Raising:
• participants in the Placement were issued free attaching Placement Options on the basis of
one (1) Placement Option for every one (1) Share issued under the Placement (Placement
Shares);
• participants in the SPP were issued free attaching SPP Options on the basis of one (1) SPP
Option for every one (1) Share issued under the SPP (SPP Shares); and
• the joint lead managers of the Placement were issued 14,025,000 Broker Options as part of
the consideration for the services provided by them under the Placement.
The Placement Options, SPP Options and Broker Options are referred to as the Existing Options
in this Prospectus.
The Existing Options have an exercise price of A$0.02 (NZ$0.022) per option and expire at 5:00pm
(Sydney time) on 17 July 2026.
As at the Last Practicable Date, none of the Existing Options have been exercised as, since the
Existing Options were issued, the price of the Shares has not exceeded the exercise price of the
Existing Options. Having regard to this, the Company has determined to extend the expiry date of
the Existing Options to 17 July 2027, while keeping all of the other terms and conditions of the
Existing Options (including the exercise price) unchanged, so as to provide further time and
opportunity for the Existing Options to be exercised.
Under the NZ FMCA, the extension of the expiry date of the Existing Options in this manner, being
an offer of a variation of the terms or conditions of the Existing Options, is deemed to be a new
offer of the Existing Options as varied. As such, the Company issues this Prospectus for the
purposes of offering the Extended Placement Options, Extended SPP Options and Extended
Broker Options to Australian Optionholders.
The Extended Placement Options, Extended SPP Options and Extended Broker Options are being
offered in New Zealand pursuant to disclosure relief available under New Zealand law.
2.2 Placement Optionholder Offer
Under this Prospectus, investors who hold Placement Options and have a registered address in
Australia as at the Record Date (Australian Placement Optionholders) are being offered one
(1) option (Extended Placement Option) for every one (1) Placement Option held by them as at
the Record Date (Placement Optionholder Offer).
No additional consideration is payable by the Australian Placement Optionholders for the
Extended Placement Options.
The Extended Placement Options will have an exercise price of NZ$0.022 (A$0.02), expire on 17
July 2027 and otherwise have the terms and conditions set out below in Section 5.1.
Assuming there is no change to the number of Existing Options held by Australian Placement
Optionholders between the Last Practicable Date and the Record Date, the number of Extended
Placement Options being offered under this Prospectus is 65,224,999.
2.3 SPP Optionholder Offer
Under this Prospectus, persons who hold SPP Options and have a registered address in Australia
as at the Record Date (Australian SPP Optionholders) are being offered one (1) option
(Extended SPP Option) for every one (1) SPP Option held by them as at the Record Date (SPP
9
Optionholder Offer).
No additional consideration is payable by the Australian SPP Optionholders for the Extended SPP
Options.
The Extended SPP Options will have an exercise price of NZ$0.022 (A$0.02), expire on 17 July
2027 and otherwise have the terms and conditions set out below in Section 5.1.
Assuming there is no change to the number of Existing Options held by Australian SPP
Optionholders between the Last Practicable Date and the Record Date, the number of Extended
SPP Options being offered under this Prospectus is 14,613,570.
2.4 Broker Offer
Under this Prospectus, the Joint Lead Managers are being offered up to 14,025,000 options
(Extended Broker Options), being equal to the total number of Broker Options held by them (or
their nominees).
The Extended Broker Options will have an exercise price of NZ$0.022 (A$0.02), expire on 17 July
2027 and otherwise have the terms and conditions set out below in Section 5.1.
2.5 No Shareholder approval required
No Shareholder approval is required for the offer of the Options under this Prospectus.
2.6 Minimum and maximum subscription
There is no minimum subscription under the Offers.
No person is entitled to Options under the Offers in excess of that person’s entitlement as set out
in this Prospectus.
2.7 Consideration payable
The Options offered under this Prospectus will be issued for nil consideration.
2.8 Non-renounceable Offers
The Offers are non-renounceable. Accordingly, no recipient of an Offer may sell or transfer all or
part of their entitlement to Options.
2.9 Restrictions on distribution of the Prospectus
The Offers in this Prospectus is not being extended to any person whose registered address is
not situated in Australia. Recipients must not send or otherwise distribute this Prospectus or the
Application Form to any person outside Australia.
This Prospectus does not constitute an offer or invitation to apply for Options in any jurisdiction in
which, or to any person to whom, it would be unlawful to make such an offer or invitation. No action
has been taken to register or qualify this Prospectus or the Offers, or otherwise to permit a public
offering of Options, in any jurisdiction other than Australia.
The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law.
Persons who come into possession of this Prospectus in those jurisdictions should seek advice
on and observe any such restrictions. Any failure to comply with such restrictions may constitute
a violation of applicable securities law.
It is the responsibility of each Optionholder to ensure that it has complied with the applicable laws
of each jurisdiction that may be relevant to their holding and application. Optionholders are taken
to have warranted and represented to the Company that they are not restricted by law from apply
for or receiving Options and have observed the applicable laws of all relevant jurisdictions.
10
(a) New Zealand
In New Zealand, the offer of Extended Options is being made in reliance upon the exclusions in
clauses 19(1) and 19(1A) of schedule 1 to Financial Markets Conduct Act 2013 (New Zealand)
(NZ FMCA), for which no prospectus is required to be prepared by the Company. The Company
will make an offer all NZ Optionholders to extend the expiry date of all Existing Options to 17 July
2027, which, under the NZ FMCA, will constitute a new offer of the Existing Options as varied. Any
NZ Optionholder who does not wish to accept the offer to vary the expiry date of the Existing
Options can provide notice to the Company prior to the existing expiry date of 17 July 2026 (in
which case their Existing Options will expire, and become incapable of exercise, on that date). NZ
Optionholders who do not provide such notice, and who exercise their Extended Options during
the extended period, will be deemed to have accepted the offer of the variation of the Existing
Options.
This Prospectus has not been registered, filed with or approved by any New Zealand regulatory
authority under the NZ FMCA. This Prospectus is not a product disclosure statement, an
investment statement or prospectus or other disclosure document under New Zealand law and is
not required to, and may not, contain all the information that a product disclosure statement,
investment statement, prospectus or other disclosure document under New Zealand law is
required to contain.
(b) United States
This Prospectus does not constitute an offer to sell, or solicitation of an offer to buy, securities in
the United States.
The Options and the underlying shares have not been, and will not be, registered under the U.S.
Securities Act or the securities laws of any state or other jurisdiction of the United States and may
not be offered or sold, directly or indirectly, in the United States, except in transactions exempt
from, or not subject to, the registration requirements of the U.S. Securities Act and applicable US
state securities laws.
2.10 Tax consequences
As with any investment, there may be taxation implications associated with you receiving and
holding Options. The Directors do not consider that it is appropriate to give advice regarding the
taxation consequences of applying for (and exercising) Options offered under this Prospectus.
The taxation consequences of an investment in the Company will depend upon your particular
circumstances and it is your personal obligation to make your own enquiries or seek personalised
professional tax advice about the taxation consequences of receiving (and exercising) Options
offered under this Prospectus.
The Company, and its advisers, officers, employees and agents do not accept any responsibility
or liability for any taxation consequences of investing in the Offers.
2.11 Enquiries
If you require more information about this Prospectus or the Offers, please contact the Company
Secretary, Guy Robertson, on +61 (0) 407 983 270 during normal business hours, or by email at
guyrobertson@truscreen.com.
You should read this Prospectus in its entirety, including the risk factors set out in Section 6, before
deciding whether or not to invest in the Company.
If you are beneficially entitled to Shares and those Shares are held on your behalf by a nominee
or custodian you should direct any enquiries to your nominee or custodian.
11
3. How to participate in the Offers
3.1 Applying for Options
The Offers will open on Thursday, 21 May 2026 and close at 5.00pm (Sydney time) on Tuesday,
14 July 2026. Applications must be received by the Company or its Share Registry by this closing
date and time.
Applications for Extended Placement Options under the Placement Optionholder Offer may only
be submitted by Australian Placement Optionholders, and can only be made in accordance with
the instructions set out in this Prospectus and the Application Form accompanying this Prospectus.
Applications for Extended SPP Options under the SPP Optionholder Offer may only be submitted
by Australian SPP Optionholders, and can only be made in accordance with the instructions set
out in this Prospectus and the Application Form accompanying this Prospectus.
Applications for Extended Broker Options under the Broker Offer may only be submitted by Joint
Lead Managers, and can only be made in accordance with the instructions set out in this
Prospectus and the Application Form accompanying this Prospectus.
3.2 Withdrawal
The Directors may decide to withdraw this Prospectus and the Offers at any time, subject to
applicable laws.
3.3 Application Form is binding
A submitted Application Form constitutes a binding acceptance of the Company’s offer of
Extended Options under the Offers on the terms and conditions set out in this Prospectus and an
acknowledgement by you that you have received and read this Prospectus, you have acted in
accordance with the terms of this Prospectus, and that you agree to all of the terms and conditions
as detailed in this Prospectus.
An Application Form does not need to be signed to be binding. If the Application Form is not
completed correctly, the Company, in its absolute discretion, can reject it or treat it as valid. The
Company’s decision as to whether to accept or reject an Application Form or how to interpret an
incorrectly completed Application Form is final.
12
4. Purpose and effect of the Offers
4.1 Purpose of the Offers
The purpose of the Offers is to extend the expiry date of the Existing Options to 17 July 2027. As
at the Last Practicable Date, none of the Existing Options have been exercised as the price of
Shares since the date of issue of the Existing Options has been below the exercise price of the
Existing Options.
Extending the expiry date will provide additional time and potential opportunity for the Options to
be exercised.
4.2 Use of funds
No funds will be raised under the Offers (other than the funds raised if the Extended Options are
subsequently exercised).
If all of the Extended Options (including the Extended Options offered under this Prospectus) are
subsequently exercised, the Company will receive approximately A$4.095 million from payment
of the exercise price (and assuming that 204,741,031 Extended Options are on issue at the
relevant time).
The Company intends to use the proceeds of the exercise of the Extended Options to fund the
Company’s growth initiatives and for working capital purposes.
The likelihood of some or more of the Extended Options being exercised is dependent on the price
of the Shares from time to time until the Extended Options expire.
4.3 Effect of the Offers
The principal effect of the Offers will be the extension of the expiry date of the Existing Options
held by Australian Optionholders to 17 July 2027. This means that rather than automatically
lapsing on their current expiry dates, the Extended Options will replace the Existing Options, and
therefore the Offers will not result in any increase in the number of options or other securities
issued by the Company.
The total number of Existing Options held by Australian Optionholders as at the Last Practicable
Date is 93,863,569.
4.4 Effect on capital structure of the Company
The effect of the Offers on the Company’s capital structure, on an undiluted and fully diluted basis,
is set out below (based on the total number of Existing Options on issue as at the Last Practicable
Date). Note that the tables below do not include the impact of the 2026 Capital Raising on the
capital structure of the Company.
Capital structure (on undiluted basis)
Securities
Shares currently on issue 747,325,326
Director Options currently on issue* (excluding the Existing Options) 6,000,000
Extended Options (in place of the Existing Options) offered under this
Prospectus (i.e. to Australian Optionholders)
93,863,569
Extended Options (in place of the Existing Options) not offered under
this Prospectus
110,877,462
13
Capital structure (on fully diluted basis)
Shares
#
Shares currently on issue 747,325,326 78.0%
Shares to be issued on exercise of Director Options currently on
issue
*
(excluding the Existing Options)
6,000,000 0.63%
Shares to be issued on exercise of Extended Options offered under this Prospectus (i.e. to
Australian Optionholders):
Shares to be issued on exercise of Extended Placement Options
under this Prospectus (i.e. to Australian Placement Optionholders)
65,224,999 6.81%
Shares to be issued on exercise of Extended SPP Options offered
under this Prospectus (i.e. to Australian SPP Optionholders)
14,613,570 1.53%
Shares to be issued on exercise of Extended Broker Options 14,025,000 1.46%
Shares to be issued on exercise of Extended Options not offered under this Prospectus:
Shares to be issued on exercise of Extended Placement Options
not offered under this Prospectus
41,809,092 4.36%
Shares to be issued on exercise of Extended SPP Options not
offered under this Prospectus
69,068,370 7.21%
Total issued share capital (on a fully diluted basis) 958,066,357 100.00%
Notes:
# The rights and liabilities attaching to the Shares are summarised in Section 5.2.
* These options are each exercisable into one Share with an exercise price NZ$0.04 and expiry date of 15
July 2026.
2026 Capital Raising
On 21 May 2026, the Company announced the launch of a new capital raising (2026 Capital
Raising) comprising of the following components:
• a placement to institutional and other select investors in New Zealand and Australia to raise
up to NZ$1,000,000 (A$833,333) at an issue price of NZ$0.014 (A$0.012) per Share, with the
ability to accept oversubscriptions (at the Board's discretion and subject to Shareholder
approval, if required);
• Shares issued under the placement will carry attaching options with an exercise price of
NZ$0.014 (A$0.012) and an exercise period of 24 months from date of issue of the initial
Share. The options are being offered at a ratio of one (1) option for every two (2) Shares
subscribed for and issued under the placement; and
• a one (1) for five (5) pro-rata renounceable rights issue to raise up to circa NZ$1.943 million
(A$1.644 million). Shares under the rights issue are being offered at NZ$0.013 (A$0.011), a
24% discount to the closing price on 19 May 2026.
The maximum number of Shares to be issued under the placement is 71,428,571 Shares, and the
maximum number of Shares to be issued under the rights issue is approximately 149,465,065
Shares. The rights issue is expected to close on 17 June 2026.
The Company also intends to issue up to 30,000,000 options to the joint lead managers of the
placement under the 2026 Capital Raising (SP Corporate Advisory Pty Ltd and Erity Capital Pty
Ltd) in consideration for services provided, subject to Shareholder approval being obtained.
14
Details of the 2026 Capital Raising are set out in the Company’s announcement (and the
accompanying documents) released to the NZX, copies of which are also available on the ASX
market announcements platform.
The Offers made under this Prospectus are not dependent on the 2026 Capital Raising. However,
if the 2026 Capital Raising is successfully completed, that would result in the Shares on issue in
the Company being increased by up to approximately 220,893,636 Shares (which will represent
approximately 23.1% of the current total issued share capital on a fully diluted basis as referred to
in the table above). This excludes the options to be offered to placement participants and the joint
lead managers under the 2026 Capital Raising.
4.5 Effect on control of the Company
The Offers are not expected to have any material effect on the control (as defined in section 50AA
of the Corporations Act) of the Company. No investor or existing Shareholder will have voting
power (as defined in the Corporations Act) of greater than 20% as a result of the Placement
Optionholder Offer, SPP Optionholder Offer or Broker Offer.
If all of the Extended Options offered under this Prospectus are exercised, the Shares issued on
exercise will represent approximately 9.80% of the current total issued share capital on a fully
diluted basis). If all of the Extended Options (including those offered to Australian Optionholders
under this Prospectus and those not offered under this Prospectus) are exercised, the Shares
issued on exercise will represent approximately 21.37% of the current total issued share capital
on a fully diluted basis.
4.6 Financial effect of the Offers
As mentioned above, no funds will be raised under the Offers. Accordingly, the Offers will have no
immediate material effect on the Company’s current financial position. However, if the maximum
number of Extended Options (including those offered under this Prospectus) are exercised, the
Company will receive approximately A$4.095 million in additional funds.
The Company is unable to specify with any certainty the extent of any change to the balance
sheet, given that there is no certainty if or when any of the Extended Options will be exercised.
The Company has incurred expenses in conducting the Offers under this Prospectus. Please refer
to Section 7.10 for more detail in respect of these expenses, which will be met from the Company’s
cash reserves. Accordingly, the Offers will have a financial effect of decreasing the Company’s
cash reserves.
As noted above, the Company has recently announced the launch of the 2026 Capital Raising.
The Offers under this Prospectus are not dependent on the outcome of the 2026 Capital Raising.
However, if the 2026 Capital Raising is successfully completed, that would result in the Company
raising up to approximately NZ$2.943 million (A$2.477 million) in additional funds.
15
5. Rights and liabilities attaching to Securities
5.1 Rights and liabilities attaching to the Extended Options
Each Extended Option issued by the Company will entitle its holder (Optionholder) to subscribe
for one (1) fully paid ordinary share in the Company (Share) on the following terms and conditions.
The Extended Options on these terms and conditions will be effective on and from the expiry of
the Existing Options.
(a) Expiry Date
The Extended Options will expire at 5:00pm (Sydney time) on 17 July 2027 (Expiry Date).
Any Extended Options not validly exercised before the Expiry Date will automatically lapse on the
Expiry Date.
(b) Exercise Price
The amount payable upon exercise of each Extended Option is A$0.02 (NZ$0.022) (Exercise
Price).
(c) Exercise multiples
The Extended Options held by an Optionholder may be exercised in whole or in part. If exercised
in part, there is no minimum exercise multiple.
(d) Exercise Notice
An Optionholder may exercise their Extended Options at any time before they lapse by lodging
with the Company:
• a written notice of exercise of Extended Options specifying the number of Extended Options
being exercised (Exercise Notice); and
• electronic funds transfer for the Exercise Price for the number of Extended Options being
exercised.
(e) Effective exercise
The exercise of any Extended Options is only effective on and from the later of:
• the date of receipt by the Company of an Exercise Notice for those Extended Options; and
• when the Company has received the full amount of the Exercise Price for those Extended
Options in cleared funds.
(f) Timing of issue of Shares on exercise
The Company will issue to the Optionholder, on the last Australasian Business Day of the calendar
month following a valid exercise of Extended Options in accordance with paragraph 5.1(e) above,
the number of Shares required under these terms and conditions to be issued in respect of the
number of Extended Options validly exercised by the Optionholder. The Company will take any
necessary steps to ensure that, immediately after the Shares are issued, they are quoted on the
ASX.
(g) Shares issued on exercise
All Shares issued upon the exercise of any Extended Options will upon issue rank pari passu in
all respects with other Shares.
16
(h) Options not transferable
The Extended Options are not transferable.
(i) Quotation of Options
The Company will not apply for quotation of the Extended Options on ASX or NZX.
(j) Reorganisation of capital
If at any time the issued capital of the Company is reorganised, all rights of an Optionholder are
to be changed in a manner consistent with, and to the extent necessary to comply with, the Listing
Rules applying to reorganisations of capital at the time of the reorganisation.
(k) Participation in new issues
There are no participation rights or entitlements inherent to the Extended Options and the
Optionholders will not be entitled to participate in new issues of capital offered to Shareholders
during the currency of the Extended Options (unless the relevant Extended Options have been
validly exercised and the Optionholder has been entered in the register of members of the
Company as holding the Shares issued to it on exercise of those Extended Options).
(l) No voting rights
The Extended Options do not carry any voting rights.
(m) Change in exercise price
Subject to paragraph 5.1(j) above, an Extended Option does not confer the right to a change in
exercise price or a change in the number of underlying securities over which the Extended Option
can be exercised.
5.2 Rights and liabilities attaching to Shares
The rights and liabilities attaching to ownership of the Shares offered under this Prospectus (being
fully paid ordinary shares in the Company to be issued on exercise of an Extended Option) are
detailed in the Company’s Constitution (and regulated by applicable laws), which may be
inspected during normal business hours at the registered office of the Company.
A summary of the material provisions of the Constitution, including those relating to certain
significant rights, liabilities and obligations attaching to the Shares, are set out below. This
summary is not intended to be exhaustive and is qualified by the fuller terms of the Constitution.
Please be aware that the following summary does not constitute a definitive statement of the rights
and liabilities of Shareholders.
(a) Voting at a general meeting
Each Shareholder is entitled to receive notice of and to be present to vote and speak at general
meetings of the Company. At a general meeting, each Shareholder present (in person or by proxy,
attorney or representative) has one vote. On a poll, votes must be counted according to the votes
attached to the shares of each shareholder present (in person or by proxy) and voting. This is
subject to any other rights or restrictions that may be attached to any Shares.
The Company must give Shareholders written notice not less than 10 working days before a
general meeting and shareholders may requisition meetings in accordance with the Companies
Act 1993 (NZ) (Companies Act).
(b) Dividends
Subject to the Companies Act, the Constitution and the terms of issue or rights of any shares with
special rights to dividends, each holder of a Share has the right to an equal share in dividends
authorised by the Board. Paying a dividend does not require confirmation at a general meeting.
17
A Shareholder’s entitlement to receive a dividend may be waived by notice in writing to the
Company signed by or on behalf of a Shareholder.
The Board may deduct from dividends payable to any Shareholder in respect of the shares any:
• unpaid calls, instalments or other amounts, and any interest payable on such amounts,
relating to the specific shares; and
• amounts to the Company may be called upon to pay under any legislation in respect of
the specific shares.
(c) Rights on winding up
If the Company is wound up, subject to any special terms and conditions attached to any shares,
any surplus assets must be divided among the Shareholders in proportion to their shareholding.
A liquidator may, with the approval of an Ordinary Resolution of Shareholders, divide among the
Shareholders in kind all or any part of the surplus assets of the Company. For that purpose, a
liquidator may attribute values to assets as the liquidator considers appropriate and determine
how it will carry out the division as between the Shareholders.
(d) Transferring Shares
Subject to the Constitution and any restrictions attached to a Share, the Shares are generally
freely transferrable subject to meeting certain formal requirements. The Board may refuse to
register a transfer of Shares only in certain specified circumstances, such as when the Company
has a lien on the share, or a refusal or delay is permitted by the Listing Rules.
(e) Future changes in capital
Subject to the Listing Rules, the Companies Act, the Constitution and any rights and restrictions
attached to a class of shares, the Company may, by resolution of the Board, issue shares at any
time, for any consideration and with such special rights or restrictions as the Board thinks fit. The
Constitution permits the issue of preference shares.
Subject to the Listing Rules, the issue of shares, options or other securities is not required to be
ratified by Shareholders in general meeting.
Subject to any appliable provision of the Listing Rules, the Company may consolidate and divide
its share capital or reduce its share capital and buy back its Shares, in any manner provided by
the Companies Act.
(f) Variation of class rights
Subject to the Companies Act and the terms of issue of shares in a particular class, the Company
may vary or cancel the rights attached to shares in that class by Special Resolution passed at a
meeting of the holders of shares of that class.
In accordance with the Companies Act, Shareholders whose rights have been varied or cancelled,
may apply to a court of competent jurisdiction to exercise its discretion to set aside such a variation
or cancellation.
(g) Sale of Minimum Holdings
The Company may sell the Shares of a Shareholder if the total number of Shares held by that
Shareholder is less than a Minimum Holding at the date specified in a written notice given by the
Company to that Shareholder, and the Shareholder does not give notice to the Company within 3
months from the notice from the Company stating that some or all of those Shares are not to be
sold.
18
(h) Appointment and removal of directors
The number of directors (not including alternate directors) of the Company is to be no less than
three and not more than nine. The Company may, from time to time, by Ordinary Resolution
remove a director from office or appoint any additional directors. Nominations for directors shall
close no earlier than two months before the general meeting at which the candidates are to be
elected.
The Board may also at any time appoint additional directors. A director so appointed will hold office
only until the end of the next annual meeting, and will be eligible for re-election by Shareholders
at that meeting. Retirement will occur on a rotational basis. One third of the Directors (excluding
select Executive Directors) shall retire from office at the annual meeting each year, but shall be
eligible for re-election at that meeting.
(i) Variation of the Constitution
The Constitution may be amended by Special Resolution of Shareholders passed at any time.
19
6. Risk Factors
6.1 Introduction
This Section describes some of the potential risks associated with investing in the Company. The
Company is subject to risks that are specific to the Company and its business. There are also risks
that are associated with external events unrelated to the usual course of the business, or risks that
are common to all investments in shares and not specific to an investment in the Company.
If any of these risks were to occur, the future operating and financial performance and prospects
of the Company could be materially and adversely affected and you could lose part or all of your
investment in the Company. Whilst some of the risk factors may be mitigated by appropriate
commercial action, many are either wholly or in part outside of the control of the Company, the
Directors and management. The Options being offered under this Prospectus are considered
speculative. Further, there can be no guarantee that the Company will achieve its stated objectives
or that any forward-looking statement will eventuate.
Please note that this Section does not purport to list every risk that may be associated with an
investment in the Company, whether now or in the future. The risks highlighted in this Section
have been selected based on an assessment of the key risks that the management and the
Directors would focus on when managing the business, the probability of the risk occurring as well
the significance of the impact on the Company if the relevant risk did occur. The assessment is
based on the knowledge of the Directors as at the date of the Offers, but there is no guarantee or
assurance that the importance of risks will not change or other risks will not emerge. Further, your
individual financial objectives, financial situation and particular needs have not been taken into
account in the preparation of this Section.
If you do not understand any part of this Prospectus, or are in any doubt as to whether or not to
invest in the Company, the Directors strongly recommend that you seek professional guidance
from your accountant, financial adviser, stockbroker, lawyer, tax adviser or other independent and
qualified professional adviser before deciding whether to invest.
6.2 Risks specific to an investment in the Company
(a) Nature of Options
There is also no certainty that the Shares will trade above the Option exercise price. Accordingly,
there is no certainty that Optionholders will realise any value from the Options. In the event that
Options are exercised, this will dilute the holdings of existing Shareholders.
(b) Legal and regulatory
The Company operates in many countries, each with its own regulatory approval, certification
process, and operating legal environment that is relevant to the company’s ability to operate.
Changes to laws and regulations, or the inability of the Company to monitor and meet its regulatory
obligations could result in the suspension or loss of its ability to operate in a jurisdiction.
Internal reviews are conducted for all jurisdictions to ensure that the Company is in compliance
with all relevant laws and regulations. Relationships are maintained within key Government
departments to ensure any changes to regulations are known well in advance.
(c) Intellectual property
The Company’s future success heavily depends on its ability to establish and maintain the
proprietary nature of its technology. If any of the Company’s rights or ability to manufacture its
products was to be limited, the Company’s ability to continue to manufacture and market its
products could be adversely affected. For intellectual property protection, the Company relies on
trade secrets and proprietary know-how, which it seeks to protect, in part, through confidentiality
and proprietary information agreements. The other parties to these agreements may breach these
provisions, and the Company may not have adequate remedies for any breach. Additionally, the
Company’s trade secrets could otherwise become known to or could be independently developed
by competitors. If the Company was unable to protect its intellectual property rights in its product,
20
and a trade competitor was able to construct a product similar to the Company’s product, then the
Company’s product offering would lose its advantage in the market. This could have a material
adverse impact upon the ability of the Company to sell its products.
(d) Manufacturing and inventory risk
While the Company has established an in house manufacturing capability for its key component
(the Electro Optical Assembly) to enable it to make products in the volumes that would be
necessary for it to achieve significant commercial sales it relies on its suppliers for other parts of
the device and the disposable Single Use Sensor production. The Company may not be able to
maintain and expand a reliable, efficient, full scale manufacturing facility at commercially
reasonable costs in a timely fashion. Difficulties the Company may encounter in manufacturing
scale-up, or a failure to maintain its manufacturing facilities in accordance with good manufacturing
practice regulations, international quality standards or other regulatory requirements, could result
in a delay or termination of production.
Since the Company relies on sole source suppliers for several of its product components, any
failure of those suppliers to perform would harm its operations as the Company would be unable
to manufacture its products to satisfy sales demand from its customers. This would in turn impact
on the sales revenues to be generated by the Company.
Several of the components used in the Company’s products are available from only one supplier,
and substitutes for these components may not be obtained easily or would require substantial
modifications to its products. Any significant problem experienced by one of the Company’s sole
source suppliers may result in a delay or interruption in the supply of components to the Company
until that supplier corrects the problem or an alternative source of the component is located and
qualified.
Management works with key partners and suppliers to forecast demand and sales. Certain
inventory levels are also maintained for key components to manage supply chain risks.
(e) Competition
The Company competes with numerous other developers and suppliers of cervical cancer
screening product offerings and services. Competition from other service providers is significant
and changes in the composition and extent of competitors has the potential to present
opportunities, and/or impact on the Company’s market share and profitability.
The Company is susceptible to being overtaken by other more established and larger
organisations if they aggressively expand and integrate new competing technologies.
Furthermore, the Company’s competitors may succeed in developing, before the Company fully
commercialises its products, devices and technologies that permit more efficient, less expensive,
non-invasive or less invasive cancer detection. It is also possible that one or more pharmaceutical
or other health care companies will develop therapeutic drugs, treatments or other products that
will substantially reduce the prevalence of cancers or otherwise render the Company’s products
obsolete.
(f) Reliance on distributors
The Company’s commercial model relies on its distributors to act as the agent for registration and
to create the sales of the product in their respective territories. Should the distributors fail to meet
those agreed targets or to achieve product registration then the Company’s cash flows will be
negatively impacted. In addition, the Company’s distributors act as its Customer Service
representatives in their markets and poor customer service performance in a distributor’s market
will result in a loss of reputation for the Company in that market, and a subsequent loss of sales.
(g) Loss of key personnel
The Company has a small number of qualified personnel who are an important asset of the
Company. There may be a negative impact on the Company if any of its key personnel leave, and
those positions are not replaced in a timely manner or at comparable expense.
21
The Company periodically reviews its remuneration for personnel to ensure its employees are
fairly paid, undertakes a level of cross training, and review of succession plans.
6.3 General risks
(a) Stock market risks
No assurances can be given of the price at which the Shares issued upon exercise of the Options
offered under the Offers will trade or that they will trade at all. The Shares may trade on the ASX
at higher or lower prices than the exercise price at which shares are issued. Investors who decide
to exercise the Options and sell newly acquired Shares after the capital raising may not receive
the amount paid to exercise the Options.
The price at which newly acquired shares trade on the ASX may be affected by the financial
performance of the Company as well as by external factors unrelated to the operating performance
of the Company and the demand for and supply of capital generally.
(b) Macro-economic risks
Changes in the general economic conditions in Australia and globally are outside of the control of
the Company, but may have a significant impact on the future performance of the Company and
the price or value of its securities. Such changes may include:
• general down-turn in investor confidence affecting the ability of the Company to raise
additional funds;
• fluctuations in interest rates, exchange rates, commodity prices and the rate of inflation in
Australia resulting from domestic or international conditions (including movements in
domestic interest rates and reduced activity in the Australian economy);
• changes in government, legislation, government policy or the regulatory environment in
which the Company operates;
• changes in Australian and global equity market conditions;
• changes in investor sentiment toward particular market sectors;
• acts of terrorism or other hostilities; and
• the occurrence of natural disasters.
A prolonged deterioration in any number of the above factors may have a material adverse effect
on the financial performance, financial position, cash flows, distributions and growth prospects of
the Company and the price or value of the Company’s securities.
(c) Regulation changes
Changes to the laws, regulations, standards and practices applicable to the industry in which the
Company operates may increase costs and limit the Company’s proposed scope of activity.
(d) Taxation
Relevant tax laws and treaties and their interpretation and applicability change from time to time.
There is the risk that these changes could adversely and materially affect the Company’s
profitability and prospects.
An investment in Shares involves tax considerations which may differ for each person. You are
encouraged to obtain professional tax advice in connection with any investment in the Company.
(e) Litigation, claims and disputes
The Company may be subject to litigation and other claims and disputes in the course of its
22
business, including contractual disputes with suppliers or customers, employment disputes,
indemnity claims, and occupational and other claims. There is a risk that any such litigation, claim
or dispute could materially adversely impact the Company’s operating and financial performance
due to the significant cost and time invested by management in investigating, commencing,
defending and/or settling such matters. Any claim against the Company, if proven, may also have
a sustained negative impact on its operations, financial performance, financial position and
reputation.
The Company is not currently engaged in litigation and, as at the date of this Prospectus, the
Directors are not aware of any legal proceedings pending or threatened against, or any material
legal proceedings affecting, the Company.
6.4 Investment is speculative
The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company
or by investors in the Company. The above factors, and others not specifically referred to above,
may in the future materially affect the financial performance of the Company and the Options
offered under this Prospectus. Therefore, the Options to be issued pursuant to this Prospectus
carry no guarantee with respect to the payment of dividends, returns of capital or the market value
of those securities.
Potential investors should consider that the investment in the Company is highly speculative and
should consult their professional advisers before deciding whether to apply for securities pursuant
to this Prospectus.
23
7. Additional Information
7.1 Continuous disclosure obligations
The Company is admitted to the Official List of ASX as an ASX Foreign Exempt Listing, meaning
the Company is not subject to section 674 of the Corporations Act and is exempt from complying
with the continuous disclosure provisions in the ASX Listing Rules. Therefore, the Company is not
a ‘disclosing entity’ (as defined in section 111AC of the Corporations Act) for the purposes of
section 713 of the Corporations Act.
However, the Company is subject to virtually identical continuous disclosure obligations under the
NZX Listing Rules, whereby the Company is required to promptly and without delay release to the
market (via the NZX market announcement platform), all information relating to it that a reasonable
person would expect, if it were generally available to the market, to have a material effect on the
price of its Shares (subject to certain exceptions which are substantially equivalent to the
exceptions under the ASX Listing Rules).
The Company is required to lodge any documents lodged under the NZX Listing Rules
concurrently on the ASX market announcements platform in accordance with ASX Listing Rule
1.15.2.
The Company has received relief from ASIC in the form of ASIC Instrument 25-0323 (refer to
Section 7.4(a) below) permitting the Company to issue a ‘transaction specific prospectus’ in
accordance with section 713 of the Corporations Act (as modified by ASIC Instrument 25-0323).
This Prospectus is a ‘transaction specific prospectus’ to which the special content rules under
section 713 of the Corporations Act apply (as modified by ASIC Instrument 25-0323). This
provision (as modified by ASIC Instrument 25-0323) allows the Company to issue a more concise
prospectus in relation to an offer of securities. In general terms ‘transaction specific prospectuses’
are only required to contain information in relation to the effect of the issue of new securities on
the issuing company and the rights attaching to the new securities. It is not necessary to include
general information in relation to all of the assets and liabilities, the financial position, profits and
losses or prospects of the issuing company.
This Prospectus is intended to be read in conjunction with the publicly available information in
relation to the Company which has been notified to ASX under ASX Listing Rule 1.15.2 and does
not include all of the information that would be included in a prospectus for an initial public offering
of the Company’s securities in Australia. Investors should therefore have regard to the publicly
available information in relation to the Company before making a decision whether or not to invest
in the Company.
Having taken such precautions and having made such inquiries as are reasonable, the Company
states that:
(a) it is subject to regulatory reporting and disclosure obligations of the NZX Listing Rules;
(b) copies of documents lodged with ASIC in relation to the Company may be obtained from,
or inspected at, the offices of ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person
on request between the date of issue of this Prospectus and the closing date for the
Offers:
(i) the most recent balance sheet and other documents lodged with the New
Zealand Companies Office by the Company, which are taken to have been
lodged with ASIC under section 1274(2B) of the Corporations Act; and
(ii) any notices given by the Company in accordance with its obligations under
ASX Listing Rule 1.15.2, as in force on 28 May 2025 (being the date of ASIC
Instrument 25-0323), after the lodgement of the documents referred to in
subparagraph (i) above and before the lodgement of the Prospectus with ASIC.
24
7.2 Copies of documents
The Company lodged its most recent balance sheet and other documents with the New Zealand
Companies Office on 28 November 2025 (relating to the half year ended on 30 September 2025).
Since then and until the date of lodgement of this Prospectus with ASIC, a list of documents filed
with ASX by or concerning the Company is set out below:
Date Title of announcement
6 May 2026 Details of Auditor Appointment/Resignation
6 May 2026 TRU Partners with LSUTH Gates Foundation Grant Application
28 April 2026 FY 31 March 2026 Revenue and Results Guidance Achieved
16 April 2026 TRU Submits Proposals for 3 Substantial Screening Programmes
1 April 2026 Retirement of Director
9 March 2026 Study Confirms Superiority of TRU and hr-HPV Co-testing
27 February 2026 Change of Director's Interest Notice
26 February 2026 Results Guidance FY2026
24 February 2026 Management Update
11 February 2026 TruScreen Validated as Superior Primary Screening Tool
9 February 2026 Key Markets Update
12 January 2026 Study Validates Truscreen as Safe for Pregnant Women
19 December 2025 Commercial Opportunities for Western Europe and Middle East
The full text of these announcements can be found on ASX’s website at www.asx.com.au, using
ASX code: “TRU”. Copies of the abovementioned documents and announcements can also be
obtained free of charge from the Company by contacting the Company Secretary, Guy Robertson,
on +61 (0) 407 983 270 during normal business hours, or by email at
guyrobertson@truscreen.com.
7.3 Information excluded from continuous disclosure notices
There is no information which has been excluded from disclosure under the continuous disclosure
obligations contained in Rule 3.1 of the NZX Listing Rules in accordance with exceptions in the
NZX Listing Rules as in force on 28 May 2025 (being the date of ASIC Instrument 25-0323).
7.4 ASIC relief
(a) ASIC Instrument 25-0323
On 28 May 2025, ASIC provided the following exemption and declaration:
(a) An exemption that provides the Company does not have to comply with Parts 6D.2 or 6D.3 of
the Corporations Act for an offer for issue of shares under a purchase plan, where the
Company meets the requirements and conditions of ASIC Corporations (Share and Interest
Purchase Plans) Instrument 2019/547 (LI 2019/547) except certain requirements, including
that:
(i) all references to A$30,000 in LI 2019/547 are replaced with NZ$50,000;
(ii) each offer is made on the same terms and conditions to the extent that:
25
(A) it is an offer to a registered holder to acquire shares on their own behalf; or
(B) it is an offer to a registered holder to acquire shares as custodian on behalf
of a beneficiary;
except that:
(C) every holder with a registered address in Australia to whom the offer is
made, but no other registered holder, is entitled to apply for shares under
the offer in Australian dollars with the offer price being set by reference to
the NZ$:A$ exchange rate published by the New Zealand Reserve Bank on
its website at 7.00pm (NZST) on the closing date of the offer and in amounts
referrable to Australian dollars (up to a maximum application size of
NZ$50,000 based on the NZ$:A$ exchange rate published by the New
Zealand Reserve Bank on its website at 7.00pm (NZST) on the closing date
of the offer); and
(D) the amount to be paid by those holders is subsequently converted into New
Zealand dollars when applied towards the issue price for shares (rounded
down to the nearest whole share) set by reference to the NZ$:A$ exchange
rate published by the New Zealand Reserve Bank on its website at 7.00PM
(NZST) on the closing date of the offer; and
(iii) the Company has either:
(A) not more than 30 days before the offer, given a notice to ASX that complies
with subsection 708A(6), 708A(12J) as notionally inserted by ASIC
Instrument 23-0122 or 1012DA(6) of the Corporations Act in relation to an
issue of shares or interests in the class made otherwise than under a
purchase plan; or
(B) within the 24 hours before the offer is made, given a cleansing notice to the
relevant market operators for the issuer that:
1. states that the Company reasonably believes the notice complies
with clause 20 of Schedule 8 of the Financial Markets Conduct
Regulations 2014 of New Zealand (NZ FMC Regulations); and
2. the notice states, in addition to any requirements of the NZ FMC
Regulations at the time the notice is given, that:
a. the Company will make offers to issue shares under a
purchase plan without disclosure to investors under Part
6D.2; and
b. the notice is being given in accordance with ASIC Instrument
25-0323; and
c. as at the date of the cleansing notice, the Company has
complied with its obligations under rule 1.15.2 of the listing
rules of ASX Limited.
(b) A declaration modifying section 713 of the Corporations Act (as notionally modified by ASIC
Instrument 2026/97), such that the Company may issue a ‘transaction specific prospectus’
that:
(i) confirms the Company is subject to regulatory reporting and disclosure obligations of
the NZX Listing Rules;
(ii) advises people of their right to obtain a copy of:
26
(A) the Company's most recent balance sheet and other documents lodged
with the New Zealand Companies Office, which are taken to have been
lodged with ASIC under section 1274(2B); and
(B) any notices given by the Company in accordance with its obligations under
ASX Listing Rule 1.15.2, as in force on 28 May 2025, after the lodgement
of the documents referred to in subparagraph (A) above and before the
lodgement of the Prospectus with ASIC; and
(iii) sets out any material excluded from the continuous disclosure obligations contained
in Rule 3.1 of the NZX Listing Rules in accordance with exceptions in the NZX Listing
Rules as in force on 28 May 2025.
(b) Other ASIC relief
The Offers are made pursuant to ASIC Corporations (Exposure Period) Instrument 2026/90, which
exempts the Company from complying with section 727(3) of the Corporations Act, to the extent
that section prohibits the Company from issuing the Options in the seven-day period after the date
of lodgement of the Prospectus with ASIC.
Additionally, ASIC Corporations (Sale Offers That Do Not Need Disclosure) Instrument 2026/94
provides relief from the on-sale provisions of section 707 of the Corporations Act and will relieve
the need for any further disclosure to be made prior to the on-sale of Shares issued following the
exercise of Options, within 12 months of their date of issue. Shares issued on exercise of the
Options will be able to be immediately traded on ASX (subject to the grant of quotation).
7.5 Market price of Shares
The highest and lowest closing market price of the Company’s Shares on ASX during the three
months immediately before the date of lodgement of this Prospectus with ASIC and the respective
dates of those closing prices are outlined below:
Price (A$) Date
Highest $0.016 11 May 2026
Lowest $0.012 24 March 2026
The last available closing price of the Shares on ASX before the date of lodgement of this
Prospectus with ASIC was A$0.013 on Wednesday, 20 May 2026.
7.6 Details of substantial Shareholders
Based on publicly available information as at the Last Practicable Date, the following persons
(together with their associates) have a relevant interest in 5% or more of the Shares on issue in
the Company:
Shareholder Number of Shares %
New Zealand Depository Nominee 110,645,637 14.81
7.7 Interests of Directors
(a) No other interests
Other than as set out below or elsewhere in this Prospectus, no Director or proposed Director
holds, or has held within the two years preceding lodgement of this Prospectus with ASIC, any
27
interest in:
• the formation or promotion of the Company;
• property acquired or proposed to be acquired by the Company in connection with its
formation or promotion, or in connection with the Offers; or
• the Offers,
and no amount (whether in cash, Shares or otherwise) has been paid or agreed to be paid, nor
has any benefit been given or agreed to be given to a Director or proposed Director:
• as an inducement to become, or qualify as, a Director; or
• for services provided in connection with the formation or promotion of the Company, or in
connection with the Offers.
(b) Directors’ interests in securities
The relevant interest of each of the Directors in the securities of the Company as at the date of
this Prospectus, together with the number of Extended Options to be issued to each Director under
the SPP Optionholder Offer, is set out in the table below.
Director As at the date of this Prospectus Extended
SPP
Options
1
Post SPP Optionholder Offer
1
Shares Director
Options
Existing
Options
Options Shares Director
Options
Extended
Options
Anthony
Ho
2
9,808,580 3,000,000 2,475,247 2,475,247 9,808,580 3,000,000 2,475,247
Dexter
Cheung
4
1,171,108 - 500,000 500,000 1,171,108 - 500,000
Christopher
Horn
3
7,031,393 3,000,000 1,650,165 1,650,165 7,031,393 3,000,000 1,650,165
Christine
Pears
- - - - - - -
Notes:
1. As Anthony Ho and Christopher Horn reside in Australia, they will participate in the SPP Optionholder
Offer as Australian Optionholders pursuant to this Prospectus. Dr Dexter Cheung resides in New
Zealand, and will therefore receive his Extended SPP Options outside of this Prospectus.
2. 9,808,580 Shares held through Anthony Peng Ho and Chui Hoong Ho and Anthony Peng Ho and Chui
Hoong Ho <AP & CH Ho Super Fund>.
3. 7,031,393 Shares held through Mr Christopher Lawrence Horn & Mrs Marilyn Gai Horn <CLHorn
Super Fund A/C>.
4. Direct ownership: 1,171,108 Shares.
(c) Directors’ remuneration
The remuneration of the Directors for the financial year ended 31 March 2026 is set out below:
Director Salary & Fees
(NZ$)
Superannuation
(NZ$)
Share based payments
(NZ$)
Total
(NZ$)
Anthony Ho 135,000 - - 135,000
28
Director Salary & Fees
(NZ$)
Superannuation
(NZ$)
Share based payments
(NZ$)
Total
(NZ$)
Dexter Cheung 60,000 - - 60,000
Christopher Horn 60,000 - - 60,000
Christine Pears 27,777 - - 27,777
(d) Director’s loan
On 26 June 2024, the Company executed a Line of Credit facility agreement with a Director,
Anthony Ho, in the amount of A$300,000, secured by the FY2025 Research and Development
Tax Offset Claim. The facility expired fifteen months from 1 July 2024 and remained undrawn as
at 31 March 2025. The loan was subsequently drawn to A$100,000 in May 2025 and was repaid
in June 2025.
7.8 Interests of experts and advisers
Other than as set out below or elsewhere in this Prospectus, no:
• person named in this Prospectus as having performed a function in a professional,
advisory or other capacity in connection with the preparation or distribution of this
Prospectus, nor any firm in which such person is a partner or employee;
• promoter of the Company;
• underwriter (but not a sub-underwriter) to the issue or a financial services licensee named
in this Prospectus as a financial services licensee involved in the issue,
holds at the date of this Prospectus, or has held within the two years preceding lodgement of this
Prospectus with ASIC, any interest in:
• the formation or promotion of the Company;
• property acquired or proposed to be acquired by the Company in connection with its
formation or promotion, or in connection with the Offers; or
• the Offers,
and no amount (whether in cash, Shares or otherwise) has been paid or agreed to be paid, nor
has any benefit been given or agreed to be given to any such person for services in connection
with the formation or promotion of the Company or the Offers.
Addisons has acted as the Australian legal adviser to the Company in relation to the Offers. The
Company has paid or agreed to pay approximately A$20,000 (excluding GST and disbursements)
to Addisons for these services in connection with the Offers up to the date of this Prospectus.
Further amounts may be paid to Addisons in accordance with its normal time-based rates.
7.9 Consents and liability statements
The Corporations Act requires the Company to obtain the consent of any person who has made a
statement that is included in this Prospectus or whose statement forms the basis of certain content
in this Prospectus.
Addisons has given, and at the time of lodgement of this Prospectus has not withdrawn, its consent
to be named in this Prospectus as Australian legal adviser to the Company in relation to the Offers
in the form and context in which it has been named.
29
MUFG Pension & Market Services (NZ) Limited has given, and at the time of lodgement of this
Prospectus has not withdrawn, its consent to be named in this Prospectus as the Company’s
Share Registry in the form and context in which it has been named.
Each of the abovementioned parties makes no representation regarding, and to the extent
permitted by law excludes any responsibility for, any statements or omissions from any part of this
Prospectus.
7.10 Estimated expenses of the Offers
The total expenses of the Offers payable by the Company are estimated to be approximately
A$33,206 (excluding GST) as at the date of this Prospectus. The table below sets out the
breakdown of these expenses. The estimated expenses will be paid out of the Company’s existing
working capital.
Item Amount (A$)
Legal fees 20,000
ASIC lodgement fee 3,206
Miscellaneous, including registry and printing fees
10,000
Total 33,206
7.11 Electronic Prospectus and Application Form
If you have received this Prospectus as an electronic Prospectus, please ensure that you have
received the entire Prospectus accompanied by the Application Form. If you have not, please
contact the Company Secretary, Guy Robertson, on +61 (0) 407 983 270 during normal business
hours, or by email at guyrobertson@truscreen.com, and the Company will send you, for free, either
a hard copy or a further electronic copy of the Prospectus with the Application Form, or both.
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 together with the electronic Prospectus and any relevant supplementary or Prospectus
or any of those documents were incomplete or altered.
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8. Directors' Authorisation
This Prospectus is issued by TruScreen Group Limited. Its issue has been authorised by
unanimous resolution of the Directors.
In accordance with section 720 of the Corporations Act, each Director has consented to the
lodgement of this Prospectus with ASIC and, at the date of this Prospectus, has not withdrawn
their consent.
Anthony Ho
Non-Executive Independent Chairman
for and on behalf of the Board of Directors of TruScreen Group Limited
31
9. Glossary
For the purposes of this Prospectus, the following terms have the meanings specified below:
A$ Australian dollars.
Applicant A person who submits an Application.
Application A validly submitted Application Form.
Application Form An application form for the Placement Optionholder Offer, the SPP Optionholder
Offer or the Broker Offer.
Australasian
Business Day
A day on which trading takes place on the stock market of both the NZX and the
ASX.
Australian
Optionholders
The Australian Placement Optionholders, the Australian SPP Optionholders and
the Joint Lead Managers.
ASIC Australian Securities and Investments Commission.
ASX ASX Limited (ACN 008 624 691) or, where the context requires, the financial
market it operates.
ASX Foreign
Exempt Listing
The admission of a company to the Official List as an “ASX Foreign Exempt
Listing” pursuant to ASX Listing Rule 1.11.
ASX Listing Rules The listing rules of ASX.
ASX Settlement
Operating Rules
The operating rules of the settlement facility provided by ASX Settlement Pty
Limited (ACN 008 504 532).
Australian
Placement
Optionholders
Holders of Placement Options who have a registered address in Australia as at
the Record Date.
Australian SPP
Optionholders
Holders of SPP Options who have a registered address in Australia as at the
Record Date.
Board The board of directors of the Company from time to time.
Broker Offer The offer of Extended Broker Options described in Section 2.4.
Broker Options The options issued by the Company on 17 July 2025 to the Joint Lead Managers
(or their nominees).
CHESS Clearing House Electronic Subregister System.
Company or TRU TruScreen Group Limited (ARBN 644 098 760).
Constitution The constitution of the Company.
Corporations Act Corporations Act 2001 (Cth).
Director Each of the directors of the Company from time to time.
Existing Options The Placement Options, SPP Options and Broker Options.
Extended Broker
Option
The options the subject of the Broker Offer.
Extended Options The Extended Placement Options, Extended SPP Options and Extended Broker
Options.
Extended
Placement Options
The options the subject of the Placement Optionholder Offer under this
Prospectus, and (as the context requires) options of the same terms granted to
other investors who participated in the Placement.
Extended SPP
Options
The options the subject of the SPP Optionholder Offer under this Prospectus, and
(as the context requires) options of the same terms granted to other persons who
participated in the SPP.
32
Joint Lead
Managers or JLMs
SP Corporate Advisory Pty Ltd (ABN 67 669 429 092) and GBA Capital Pty Ltd
(ABN 51 643 039 123), which acted as joint lead managers to the Placement
pursuant to a mandate agreement dated 16 May 2025.
Last Practicable
Date
Wednesday 20 May 2026, being the last practicable date prior to the date of this
Prospectus.
May 2025
Prospectus
The prospectus issued by the Company on 29 May 2025.
NZ Companies Act
or Companies Act
Companies Act 1993 (NZ).
NZ FMCA or FMCA Financial Markets Conduct Act 2013 (NZ).
NZ Optionholders Holders of Existing Options who have a registered address in New Zealand.
NZ$ New Zealand dollars.
NZX NZX Limited or, where the context requires, the financial market it operates.
NZX Listing Rules The listing rules of NZX.
Offers The Placement Optionholder Offer, the SPP Optionholder Offer and the Broker
Offer made under this Prospectus.
Official List The official list of ASX.
Option An Extended Placement Option, Extended SPP Option or Extended Broker Option.
Optionholders A holder of an Extended Option or, as the context require, a holder of an Existing
Option.
Placement The placement of 107,034,091 Shares at NZ$0.022 (A$0.02) per Share to
institutional, professional and sophisticated investors as announced by the
Company on 29 May 2025.
Placement
Optionholder Offer
The offer of Extended Placement Options described in Section 2.2.
Placement Options The options issued by the Company on 17 July 2025 to participants in the
Placement.
Placement Shares The Shares issued under the Placement.
Prospectus This document (including the electronic form of this Prospectus), and any
supplementary or replacement prospectus lodged with ASIC in relation to this
document.
Section A section of this Prospectus.
Share A fully paid ordinary share in the issued capital of the Company.
Share Registry MUFG Pension & Market Services (NZ) Limited.
Shareholder A person recorded on the Register as being the holder of one of more Shares.
SPP The share purchase plan announced by the Company on 29 May 2025.
SPP Optionholder
Offer
The offer of Extended SPP Options described in Section 2.3.
SPP Options The options issued by the Company on 17 July 2025 to participants in the SPP.
Record Date 5.00pm (Sydney time), Wednesday, 20 May 2026.
SPP Shares The Shares issued under the SPP.
U.S. Securities Act U.S. Securities Act of 1933, as amended.
Corporate Directory
Directors
Mr Anthony Ho
Non-Executive Independent Chairman
Dr Dexter Cheung
Non-Executive Independent Director
Mr Christopher Horn
Non-Executive Independent Director
Mrs Christine Pears
Non-Executive Independent Director
Company Secretary
Mr Guy Robertson
Registered office
New Zealand
C/- HLB Mann Judd Limited
Level 6, Equitable House
57 Symonds Street, Grafton,
Auckland, New Zealand
Australia
Suite 506 Level 5
50 Clarence Street
Sydney NSW 2000
Company website
https://truscreen.com/
Share Registry
MUFG Pension & Market Services (NZ) Limited
PO Box 91976, Auckland 1142
New Zealand
Level 30,
PwC Tower 15 Customs Street West
Auckland 1010
New Zealand
Australian legal adviser
Addisons
Level 10, 2 Park Street
Sydney NSW 2000
---
Corporate Action Notice
(Other than for a Distribution)
Page 1 of 2
•
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 (NZ) Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
Renounceable
Rights issue or
Accelerated
Offer
X
Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer
Call Bonus issue X
Placement X
Record date 28/05/2026
Ex Date (one business day before the
Record Date)
27/05/2026
Currency NZ$/A$
External approvals required before offer
can proceed on an unconditional basis?
Y
Details of approvals required The ability to accept oversubscriptions (if any, as
described in more detail below) is subject to
shareholder approval by way of Ordinary Resolution,
in accordance with NZX Listing Rule 4.2.
Section 2: Rights issue or Accelerated Offer
If Accelerated Offer, structure N/A
Number of Rights to be issued or
entitlements available for security
holders in the Accelerated Offer
149,465,065 rights
Maximum number of Equity Securities
to be issued if offer is fully subscribed
149,465,065
ISIN of Rights (if applicable) N/A
2 of 3
Oversubscription facility Y
Details of scaling arrangements for
oversubscriptions
At Directors' discretion
Entitlement ratio (for example 1 for 3)
Please contact NZX ahead of announcing the offer if
each Right will be exercisable for more or less than
one Equity Security (i.e unless prior arrangement is
made, Rights will be exercisable on a one for one
basis)
New
One (1)
Existing
Five (5)
Treatment of fractions** Rounded down to nearest whole number
Subscription price
(per Equity Security)
NZ$0.013 / A$ 0.011
Letters of entitlement mailed 29/05/2026
Offer open 29/05/2026
Offer close 17/06/2026
Quotation date
1
(if Rights will be
quoted)
Not quoted
Allotment date Market open on:
30/06/2026
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 every two (2) ordinary
shares issued under the Placement (detailed below),
up to a total of 35,714,285 options, 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 $0.014 / A $0.012 (with
an exercise period of 24 months from the date of
issue of the initial share); and
Up to 30,000,000 options on the same terms as the
Placement options to be issued to TRU's Joint Lead
Managers (SP Corporate Pty Ltd and Erity 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 Existing 2
Treatment of fractions
**
Round down
Allotment date 5 June 2026 for the Placement options
1
The Quotation date for Rights will usually be the Ex Date (Listing Rule 4.17.6(b)).
3 of 4
30 June 2026 for Joint Lead Manager options subject
to shareholder approval
Total number of Financial Products of
the Class after the bonus issue
(excluding Treasury Stock)
35,714,285 options under the Placement and up to
30,000,000 Joint Lead Manager options
Total number of Financial Products of
the Class held as Treasury Stock after
the bonus issue
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 71,428,571
TRU shall have the ability, subject to shareholder
approval in accordance with NZX Listing Rule 4.2 if
required and in its complete discretion, to accept
oversubscriptions over this amount.
Issue price per Equity Security NZ$0.014 / A$ 0.012
Maximum dollar amount of Equity
Securities to be issued
2
Up to NZ$1,000,000
Proposed issue date 5 June 2026
Existing holders eligible to
participate
3
Yes
Related Parties eligible to
participate
4
Subject to shareholder approval
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
MDR Compliance/ regulatory - completion by 2028
African market registrations
Clinical evidence development
2
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.
3
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.
4
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).
4 of 5
Sales and marketing expansion
Distributor support programmes
Manufacturing capacity – replacement tooling
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 Renounceable Rights Issue
is intended to be offered in conjunction with the
Placement.
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 Erity 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;
• up to 20,000,000 broker options, plus 10 options
for every dollar raised in excess of $1 million, will
total options capped at 30,000,000 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
Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Guy Robertson
5 of 5
Contact person for this announcement Guy Robertson
Contact phone number +61 407 983 270
Contact email address guyrobertson@truscreen.com
Date of release through MAP 21/05/2026
---
NZX/ASX Announcement
21 May 2026
Notice of Offer of Same Class Financial Products for Issue
1. Truscreen Group Limited (NZX/ASX: TRU) (“TRU” or “Company”) today announced that it intends to
undertake a capital raising, comprising:
a. a placement of up to NZ$1,000,000 (A$833,333) of newly issued ordinary shares in TRU ("Shares")
to institutional and other select investors (the "Placement"), with the ability to accept
oversubscriptions (at the Board's discretion and subject to Shareholder approval, if required);
b. a one (1) for five (5) renounceable rights issue of up to circa NZ$1.943 million (A$1.644 million) of
newly issued Shares to TRU's eligible shareholders in New Zealand and Australia (being New
Zealand and Australian resident shareholders, on the share register on the record date of
Thursday, 28 May 2026) (the "Rights Issue"); and
c. Shares issued under the Placement will carry attaching options with an exercise price of NZ$0.014
(A$0.012) and an exercise period of 24 months from the date of issue of the initial Share. The
options are being offered at a ratio of one (1) option for every two (2) Shares subscribed for and
issued under the Placement (the "Placement Options").
The Company also intends to issue up to 30,000,000 options to the joint lead managers of the
Placement (SP Corporate Advisory Pty Ltd and Erity Capital Pty Ltd) in consideration for services
provided, subject to Shareholder approval (together with the Placement Options, the
"Options"),
(the “Offer”).
2. The Placement opens today, 21 May 2026. The Rights Issue will open on Friday, 29 May 2026.
3. The Company today also announced a variation offer in respect of the 204,741,031 unlisted options
currently on issue (the "Existing Options"). The Existing Options were issued on 17 July 2025 as part of a
capital raising announced by the Company on 29 May 2025. All Existing Options have an exercise price of
NZ$0.022 (A$0.02) per option and currently expire on 17 July 2026. The Company is offering to extend the
expiry date of all Existing Options to 17 July 2027 ("Options Extension"). All other terms and conditions of
the Existing Options, including the exercise price of NZ$0.022 (A$0.02) per option, will remain unchanged.
4. The Offer and the Options Extension are being made in New Zealand in reliance upon the exclusions in
clause 19(1) and 19(1A) of schedule 1 to the Financial Markets Conduct Act 2013 ("Act"). This notice is
provided under subclause 20(1)(a) of schedule 8 to the Financial Markets Conduct Regulations 2014
("Regulations").
5. TRU advises that, as at the date of this Cleansing Notice:
a. TRU is in compliance with the continuous disclosure obligations that apply to it in relation to TRU’s
quoted financial products;
b. TRU is in compliance with its “financial reporting obligations” (within the meaning set out in clause
20(5) of Schedule 8 of the Regulations); and
c. there is no information that is “excluded information” (within the meaning set out in clause 20(5)
of Schedule 8 of the Regulations).
6. Neither the Offer nor the Options Extension is expected to have any material effect or consequences on the
control of TRU within the meaning set out in clause 48 of Schedule 1 of the Act.
7. The Offer is being made in Australia:
a. in respect of the Placement and the Options, in reliance upon the exemptions relating to
“sophisticated investors” and “professional investors” under section 708 of the Corporations Act
2001 (Cth) ("Corporations Act");
b. in respect of the Rights Issue, pursuant to section 708AA of the Corporations Act (as notionally
modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2026/98 and ASIC
Instrument 23-0122); and
c. in respect of the offer of shortfall shares from the Rights Issue under a shortfall bookbuild to
investors that are not eligible shareholders, in reliance upon the exemptions relating to
“sophisticated investors” and “professional investors” under section 708 of the Corporations Act.
8. TRU advises that:
a. TRU will offer shares under the Offer without disclosure to investors under Part 6D.2 of the
Corporations Act;
b. this Cleansing Notice is being given under sections 708AA(2)(f) and 708A(12J) (as notionally
inserted by ASIC Instrument 23-0122) of the Corporations Act; and
c. as at the date of this Cleansing Notice, TRU has complied with its obligations under Rule 1.15.2 of
the ASX Listing Rules.
9. The Options Extension is being made in Australia pursuant to a “transaction specific” prospectus under
section 713 of the Corporations Act (as notionally modified by ASIC Instrument 25-0323).
On behalf of the Board,
Guy Robertson
Chief Financial Officer
Truscreen Group Limited
For more information, visit www.truscreen.com or contact:
Tony Ho
Executive Chairman
tonyho@truscreen.com
Guy Robertson
Chief Financial Officer
guyrobertson@truscreen.com
Jack Zhang
Media & Investor Relations
jack@sparkplus.org
About TruScreen:
TruScreen Group Limited (NZX/ASX: TRU) is a medical device company that has developed and
manufactures an AI-enabled device for detecting abnormalities in the cervical tissue in real-time via
measurements of the low level of optical and electrical stimuli.
TruScreen’s cervical screening technology enables cervical screening, negating sampling and
processing of biological tissues, failed samples, missed follow-up, discomfort, and the need for costly,
specialised personnel and supporting laboratory infrastructure.
The TruScreen device, TruScreen Ultra
®
, is registered as a primary screening device for cervical cancer
screening.
The device is CE Marked/EC certified, ISO 13485 compliant and is registered for clinical use with the TGA
(Australia), MHRA (UK), NMPA (China), SFDA (Saudi Arabia), Roszdravnadzor (Russia), and COFEPRIS
(Mexico). It has Ministry of Health approval for use in Vietnam, Israel, Ukraine, and the Philippines, among
others and has distributors in 29 countries. In 2021, TruScreen established a manufacturing facility in
China for devices marketed and sold in China.
TruScreen technology is recognised in CSCCP’s (Chinese Society for Colposcopy and Cervical
Pathology) China Cervical Cancer Screening Management Guidelines and the COGA Blue Book.
In Dec 2023 TruScreen technology was added to the Vietnam Ministry of Health approved National
Technical List, for use in Vietnam’s public and private healthcare sectors and in 2024 was added to the
Russian guidelines for the screening of cervical cancer.
In financial year 2024 alone, over 200,000* examinations were performed with the TruScreen device. To
date, over 200 devices have been installed and used in China, Vietnam, Mexico, Zimbabwe, Russia, and
Saudi Arabia. TruScreen’s vision is “A world without the cervical cancer”.
To learn more, please visit: www.truscreen.com/.
*Based on Single Use Sensor sales.
About DaltonBio:
DALTON BioSciences ("DALTONbio") is a global, innovative medical technology company focusing on in
vitro diagnosis (IVD) in women's health and oncology. DALTONbio is the leader in human
papillomavirus (HPV) nucleic acid testing and comprehensive cervical cancer detection and screening.
Its HPV DNA detection kits (DH HPV test series) are the world's only products based on its third-
generation proprietary hybrid-capture technology, which provides HPV genotyping without requiring
nucleic acid extractions and amplifications. This technology is well-suited for the detection of high-risk
types of HPV and cervical cancer screening. DALTONbio’s exceptional, clinically proven products have
served tens of millions of lives in the world. They have aided health professionals in detecting,
diagnosing, and treating illnesses earlier and more effectively, resulting in healthier people everywhere,
every day.
To learn more, please visit: www.daltonbio.com/.
---
2
CONTENTS
IMPORTANT INFORMATION .....................................................................................................3
CHAIRMAN’S LETTER ...............................................................................................................6
KEY TERMS OF THE OFFER .......................................................................................................8
IMPORTANT DATES ................................................................................................................ 10
ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS ............................................................ 11
TERMS OF THE OFFER ............................................................................................................ 18
GLOSSARY ............................................................................................................................ 24
COMPANY DIRECTORY .......................................................................................................... 25
3
IMPORTANT INFORMATION
General Information
This Offer Document has been prepared by TruScreen Group Limited (TruScreen) in connection with a one (1) for five
(5) renounceable rights offer of New Shares.
The Offer is made to Eligible Shareholders in New Zealand pursuant to the exclusion in clause 19 of schedule 1 of the
Financial Markets Conduct Act 2013 (FMCA).
This Offer Document is not a product disclosure statement for the purposes of the FMCA, and does not contain all of
the information that an investor would find in a product disclosure statement or which may be required to make an
informed decision about the Offer or TruScreen.
The Offer is made to Eligible Shareholders in Australia pursuant to the provisions of the Corporations Act 2001 (Cth)
(Corporations Act) (as modified by Australian Securities and Investments Commission (ASIC) Corporations (Non-Traditional
Rights Issues) Instrument 2026/98 (ASIC Instrument 2026/98) and ASIC Instrument 23-0122). The Rights will not be quoted on
the NZX Main Board or the Australian Securities Exchange (ASX).
This Offer Document is not a prospectus, product disclosure statement or any other formal disclosure document for the
purposes of Australian law or the Corporations Act and is not required to, and does not, contain all the information which would
be required in a disclosure document under Australian law or the Corporations Act. It may contain references to dollar amounts
which are not Australian dollars, may contain financial information which is not prepared in accordance with Australian law or
practices, may not address risks associated with investment in foreign currency denominated investments and does not address
Australian tax issues. TruScreen is a company which is incorporated in New Zealand and the relationship between it and
investors will be largely governed by New Zealand law.
This Offer Document has not been, and will not be, lodged or registered with ASIC and TruScreen is not subject to the
continuous disclosure requirements under the Corporations Act or the ASX Listing Rules. TruScreen is only required to comply
with the continuous disclosure rules of the NZX Listing Rules.
Prospective investors should not construe anything in this Offer Document as legal, business or tax advice nor as financial
product advice for the purposes of Chapter 7 of the Corporations Act.
Additional information available under TruScreen’s disclosure obligations
TruScreen is subject to continuous disclosure obligations under the NZX Listing Rules. Further information relating to the Offer
can also be found in TruScreen’s recent market announcements and its most recent unaudited financial statements for the six-
month period ended 30 September 2025, which can be accessed online at www.nzx.com under the ticker code “TRU”.
TruScreen may, during the Offer, make additional releases to NZX. To the maximum extent permitted by law, no release by
TruScreen to NZX will permit an Applicant to withdraw any previously submitted Application without TruScreen’s prior consent.
We encourage you to read this document and to seek investment advice from a suitably qualified professional adviser before
you consider investing.
Offering restrictions
This Offer Document is intended for use only in connection with the Offer to Eligible Shareholders. To be an Eligible
Shareholder you must be:
4
• A Shareholder with a registered address in New Zealand; or
• A Shareholder with a registered address in Australia.
This Offer Document does not constitute an offer or invitation in any country in which, or to any person to whom, it
would not be lawful to make such an offer or invitation.
This Offer Document may not be sent or given to any person outside New Zealand or Australia. The distribution of this
Offer Document (including an electronic copy) outside New Zealand or Australia may be restricted by law. In particular,
this Offer Document may not be distributed to any person, and the New Shares may not be offered or sold, in any
country outside New Zealand or Australia except as detailed in this Offer Document, or as TruScreen may otherwise
determine in compliance with applicable laws.
Neither this Offer Document nor the Application Form may be released or distributed in the United States of America.
No guarantee
No guarantee is provided by any person in relation to the New Shares to be issued under the Offer. Likewise, no warranty
is provided about the future performance of TruScreen or any return on any investment made pursuant to this Offer
Document. Eligible Shareholders should be aware that there are risks associated with investing in the New Shares. The
principal risk is that Eligible Shareholders may not be able to recoup the Issue Price and/or may not receive any
dividends, entitlements, or other distributions in respect of the New Shares. In addition, the market for the New Shares
may not be liquid. If liquidity is low, Eligible Shareholders may be unable to sell their New Shares at an acceptable price
or at all.
Privacy
Any personal information provided in your Application will be held by TruScreen and the Registrar at the addresses set
out in the Directory. This information will be used for the purposes of administering your investment in TruScreen and
will be disclosed to third parties only with your consent or if required by law. Under the Privacy Act 2020 (New Zealand)
you have the right to access and correct any personal information held about you.
Dividend policy
The payment of dividends is at the discretion of the Board. The Board has no present intention to make a distribution
for the foreseeable future. This policy may change from time to time at the discretion of the Board in the future.
Decision to participate in the Offer
The information in this Offer Document does not constitute a recommendation to acquire New Shares nor does it
amount to financial product advice. This Offer Document has been prepared without taking into account the particular
needs or circumstances of any Applicant or investor, including their investment objectives, financial or tax position.
Before deciding whether to invest in the New Shares, you must make your own assessment of the risks associated with
an investment in TruScreen, and consider whether such an investment in TruScreen is suitable for you having regard to
publicly available information about TruScreen, your personal circumstances and following consultation with a
financial adviser or other professional adviser.
Forward looking statements
This document contains certain statements that relate to the future. Such forward looking statements are not a
guarantee of future performance and involve known and unknown risks, uncertainties, assumptions and other factors,
5
many of which are beyond the control of TruScreen and which may cause the actual results, performance or
achievements of TruScreen to differ materially from those expressed or implied by such statements.
Under no circumstances should you regard the inclusion of forward looking statements in this document as a
guarantee of future performance.
The statements, although made in good faith, involve known and unknown risks, uncertainties, and assumptions, many
of which are beyond the control of TruScreen.
Withdrawal and date changes
Subject to compliance with all applicable laws, TruScreen reserves the right at its absolute discretion to:
• withdraw all or any part of the Offer and the issue of New Shares; and/or
• alter any dates set out in this Offer Document.
Enquiries
Enquiries about the Offer can be directed to an NZX or ASX Firm, an authorised financial advisor, or your solicitor,
accountant, or other professional adviser. If you have any questions about the number of New Shares shown on your
Entitlement and Acceptance Form, or how to complete the Entitlement and Acceptance Form or online application,
please contact the Registrar, whose contact details are set out in the Directory.
Times, currency, and laws
All references in this Offer Document to times and dates are to times and dates in New Zealand. All references in this
Offer Document to currency are to New Zealand dollars, and all references to applicable statutes and regulations are
references to New Zealand statutes and regulations.
Defined terms
Capitalised terms used in this Offer Document have the meaning given to them in the Glossary in the relevant section
of this Offer Document.
6
CHAIRMAN’S LETTER
Dear fellow shareholder,
On behalf of the directors of TruScreen Group Limited we are pleased to offer Eligible Shareholders the opportunity to
participate in a 1 for 5 renounceable rights issue at an issue price of NZ$0.013 per share (A$0.011), to raise up to circa
NZ$1.943 million (A$1.644 million). This represents a discount of 24% to the closing price on 19 May 2026. TruScreen
has announced today the launch of a private placement of new shares at an issue price of NZ$0.014 (A$0.012) that
include a 2 year free attaching option at the exercise price of NZ$0.014 (A$0.012). The lower pricing to shareholders for
the Rights Offer ensures valuation parity for both the placement and the Rights Offer.
TruScreen achieved product sales growth of 42% YOY to FY2026, and promisingly through a broader range of participant
countries. This included first sales in India with 468 million screening-age women and Indonesia with 95 million of
screening age and a government funded mass screening program, representing a runway into significant total
addressable markets.
TruScreen is focussed on accelerating new market development, with a more diversified geographic distribution
footprint that will provide leverage to improve commercial returns. TruScreen’s additional drive to participate in public
screening programmes requires investment, but the Board believes that achieving critical scale and meeting clinical
need will shorten the pathway to profitability.
TruScreen has recently submitted three proposals to UNITAID for screening programmes across 14 high-burden
countries in Africa, Asia-Pacific, and Latin America – addressable market 1Bn women, with potential revenue as a
consortium lead for TruScreen of up to US$18.4 million. TruScreen’s point-of-care portable AI technology is purpose-
built for the settings where cervical cancer kills most, where there are no laboratories, no pathologists, and no patient
recall second visit. In addition, TruScreen is a technology partner for two separate global and national NGOs in their
grant applications to UNITAID for cervical cancer screening funding. In total, TruScreen is the technology partner in
five grant applications to UNITAID.
TruScreen enables primary screening where labs are absent, HPV triage where HPV (including Dalton Bio) is primary,
and same-visit complement in screen-and-treat settings. This creates a complementary rather than competitive
relationship with HPV expansion.
Funds raised from the rights issue will be used as follows:
MDR Compliance/ regulatory - completion by 2028 NZ$100,000
African market registrations 150,000
Clinical evidence development 200,000
Sales and marketing expansion 200,000
Distributor support programmes 150,000
Manufacturing capacity – replacement tooling 200,000
Working capital 943,000
Total 1,943,000
The TruScreen® Ultra is an AI enabled, primary cervical cancer screening device, at the leading edge of cervical cancer
screening, with outstanding results from major clinical trials. TruScreen has a low overhead Australian base, supported
by distributors in 15 countries, a manufacturing facility in Australia, and China for devices marketed and sold in China.
Eligible Shareholders are entitled to take up one New Share for every five Existing Shares held. Any Shortfall will be
offered to investors through a Shortfall Bookbuild process. Eligible Shareholders who take up their entitlements in full
are also able to apply for any Shortfall through the Shortfall Bookbuild.
Any Premium above the Issue Price that is achieved in the Shortfall Bookbuild will be shared between those
Shareholders who did not, or were unable to, take up their Rights, in proportion to the number of Rights not taken up.
7
Eligible Shareholders have until 5:00pm (NZT) on 17 June 2026 to apply for New Shares under the Offer.
Shareholders who choose not to take up their Rights entitlements will have their percentage shareholding diluted, but
may receive some value through the Shortfall Bookbuild if a Premium is payable.
This document sets out important information about TruScreen and the Offer. Before making your investment decision,
I encourage you to read these documents in full and also to consider the information disclosed by TruScreen to NZX
and ASX and other information available at www.nzx.com and www.asx.com.au under the ticker code “TRU”.
If you are in doubt as to what you should do, you should consult your financial or professional adviser.
I advise that directors who hold shares in TruScreen intend to take up their full entitlement of Rights.
TruScreen is at an important inflection point of our commercialisation journey. Sales of our Single Use Sensor (SUS)
are accelerating with the growing number of our TruScreen® Ultra devices installed in commercial use. The focus of
TruScreen on public health screening programmes to assist low- and middle-income countries to achieve their 70%
WHO screening target by 31 December 2030 is a significant driver of our commercialisation journey.
I commend this Offer to Eligible Shareholders to enable TruScreen to achieve its growth objectives.
Yours sincerely,
Tony Ho
Chairman
8
KEY TERMS OF THE OFFER
Issuer TruScreen Group Limited.
The Offer A renounceable rights offer of one (1) New Share for every five (5) Existing Shares
held on the Record Date (being 5.00pm (NZT), 28 May 2026), with fractional
entitlements being rounded down to the nearest share, followed by a Shortfall
Bookbuild.
Eligible Shareholders Shareholders with registered addresses in New Zealand or Australia on the Record
Date.
Issue Price NZ$0.013 or (A$0.011, being the A$ price) per New Share.
Any New Shares issued under the Shortfall Bookbuild will be issued at the Bookbuild
Price.
Shortfall Bookbuild Eligible Shareholders who take up their Rights in full have the opportunity to apply
for additional New Shares which are attributable to any Rights not taken up. These
applications for additional New Shares will go into a Shortfall Bookbuild process
which may also involve other investors.
Offer Size Up to circa NZ$1.943 million (A$1.644 million). In the event that TruScreen receives
subscriptions for more than circa NZ$1.943 million under the Offer it reserves the
right to issue additional Shares under the 15% placement Listing Rule or in any other
manner it may lawfully do so.
Shares currently on 747,325,326 Shares quoted on the NZX Main Board.
issue
Maximum number of New 149,465,065 New Shares
Shares being offered (subject to rounding, and to TruScreen’s right to issue further shares under the
Listing Rules).
Rights Eligible Shareholders have an entitlement to subscribe for one (1) New Share for
every five (5) Existing Shares held on the Record Date (5.00pm (NZT), 28 May 2026)
at the Issue Price. Eligible Shareholders may take up some, or all, or none of their
Rights.
If you do not take up all of your Rights, your shareholding percentage in TruScreen
will be diluted.
No Rights trading The Rights will not be quoted on the NZX Main Board or the ASX, and accordingly
there will be no established market for Rights. If you wish to sell your Rights privately
to a buyer you identify, you should contact the Registrar, MUFG Pension & Market
Services (see Directory), to request a Security Renunciation Form.
When to apply Application (including postal applications) must be received by the Closing Date
(5:00pm (NZT) on 17 June 2026, unless extended).
How to apply An application by an Eligible Shareholder must be made either:
• online at https://Truscreen.rightsoffer.co.nz. To complete an online
application, you will be required to enter your CSN/Holder number; or
• by returning the Entitlement and Acceptance Form and following the payment
instructions on that form.
9
No Underwriting The Offer is not underwritten.
Dilution Whilst an Eligible Shareholder is not obliged to participate in the Offer, it is
important to note that if an Eligible Shareholder chooses not to participate in the
Offer, then their shareholding will be diluted down accordingly.
10
IMPORTANT DATES
Event Date
Announcement of the Offer 21 May 2026
Record Date 5.00pm (NZT) / 3.00pm (AEST) on 28 May 2026
Opening Date for the Offer 29 May 2026
Dispatch of Offer Documents and Entitlement
and Acceptance Forms 29 May 2026
Closing Date for the Offer 5:00pm (NZT) / 3.00pm (AEST) on 17 June 2026
Shortfall Bookbuild opens 18 June 2026
Shortfall Bookbuild closes 5:00pm (NZT) / 3.00pm (AEST) on 24 June 2026
Announcement of results of the Offer and Shortfall allocation 25 June 2026
Allotment of New Shares, despatch of holder statements and
commencement of trading of New Shares 30 June 2026
Payment of any refund from scaling of Offer and/or
Shortfall application by 30 June 2026
The dates above are subject to change and are indicative only. TruScreen reserves the right to amend this timetable
(including by extending the Closing Date) subject to applicable laws and the Listing Rules. TruScreen reserves the
right to withdraw the Offer at any time at its absolute discretion.
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ACTIONS TO BE TAKEN BY ELIGIBLE SHAREHOLDERS
AVAILABLE ACTIONS
If you are an Eligible Shareholder, accompanying this Offer Document is an Entitlement and Acceptance Form showing
the number of Rights to subscribe for New Shares that you are entitled to under the Offer. You may take one or more of
the following actions:
• take up all or some of your Rights; or
• take up all of your Rights and apply for additional New Shares under the Shortfall Bookbuild (Shortfall Shares);
or
• sell all or some of your Rights privately; or
• take up some of your Rights, and sell all or some of the remaining balance privately; or
• do nothing with all of your Rights.
If you do nothing with your Rights before the Closing Date, they will lapse and you will not be able to subscribe for any
New Shares under the Offer.
The Offer is an offer to Eligible Shareholders only. If you take up all of your Rights your percentage shareholding in
TruScreen will not reduce (subject to TruScreen not issuing additional New Shares in addition to those being offered
under this Offer), but if you do not take up all your Rights, your percentage shareholding will reduce following the
completion of the Offer. For example, if you hold 5,000 Shares on the Record Date, you will have 1,000 Rights. If you
decide not to take up any of your Rights, and all other shareholders do take up their Rights, your percentage interest in
TruScreen will be diluted, however, you may receive some value for your Rights under the Shortfall Bookbuild if a
Premium is payable.
TAKING UP YOUR ENTITLEMENT
Eligible Shareholders who wish to take up all or some of their Rights must apply online at
https://Truscreen.rightsoffer.co.nz in accordance with the instructions set out in their Entitlement and Acceptance
Form.
There is no minimum number of New Shares that you must subscribe for under the Offer. Applicants will not be treated
as having offered to purchase a greater number of New Shares than the number for which payment is made.
APPLYING TO SUBSCRIBE FOR SHORTFALL SHARES
Eligible Shareholders who wish to apply for Shortfall Shares in addition to their Entitlement may apply for an additional
number of New Shares through the Shortfall Bookbuild in excess of the Rights they hold.
Eligible Shareholders may apply for Shortfall Shares in the Shortfall Bookbuild through the online application process
on the website for the offer https://Truscreen.rightsoffer.co.nz, provided that the Eligible Shareholder has taken up all
of their Rights in full, by applying for a dollar amount of Shortfall Shares where provided on the Application Form. If you
do not accept your Rights in full, your Application for any Shortfall Shares will be disregarded.
The number of Shortfall Shares that you may receive under the Shortfall Bookbuild will be determined by TruScreen.
TruScreen may scale applications for Shortfall Shares through the Shortfall Bookbuild, including from Existing
Shareholders, in such manner as the directors of TruScreen consider equitable and in the interests of TruScreen. The
directors’ decision on scaling will be final.
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SELLING YOUR ENTITLEMENT
The Rights will not be quoted on the NZX Main Board or the ASX, and accordingly there will be no established market
for Rights. If you wish to sell your Rights privately to a buyer you identify, you should contact MUFG Pension & Market
Services (see Directory) to request a Security Renunciation Form.
Please note that if the buyer of your Rights is an Ineligible Shareholder or a person that would be an Ineligible
Shareholder were they a registered holder of Shares, that buyer will not be able to take up the Rights they have
purchased.
Renunciations must be lodged with the Share Registrar, MUFG Pension & Market Services, not later than the Closing
Date (5.00pm (NZT) on 17 June 2026). The Share Registrar’s details for the return of your Entitlement and Acceptance
Form are set out in the Directory.
ACCEPTING SOME OF YOUR ENTITLEMENT
There is no minimum number of New Shares that you must subscribe for under the Offer. You may take up as many or
as few of your Rights as you wish. If you wish to take up some of your Rights and sell the balance, you should:
• make arrangements privately to sell the number of Rights you wish to sell or, alternatively, wait for the Shortfall
Bookbuild under which you may receive some value for the Rights you do not take up if a Premium is payable;
and
• Indicate the number of New Shares you wish to apply for under the Offer online at
https://Truscreen.rightsoffer.co.nz in accordance with the instructions set out in your Entitlement and
Acceptance Form, and pay for the number of New Shares applied for in accordance with the instructions
provided.
If TruScreen receives, on or before the Closing Date (5.00pm (NZT) on 17 June 2026) both an acceptance and a
renunciation by an Eligible Shareholder in respect of the same Rights, effect will be given to the renunciation in priority
to the acceptance.
YOU MAY ELECT TO DO NOTHING
If you do nothing, your rights will lapse and you will not be able to subscribe for any New Shares. In this case, you may
receive some value for your Rights under the Shortfall Bookbuild if a Premium is payable.
HOW TO APPLY FOR NEW SHARES
An application by an Eligible Shareholder must be made:
• online at https://truscreen.rightsoffer.co.nz in accordance with the instructions set out in their Entitlement
and Acceptance Form To complete an online application, you will be required to enter your CSN/Holder
number; or
If you elect to subscribe for Shortfall Shares through the Shortfall Bookbuild, you must also make payment for both your
Rights entitlement, together with the dollar amount that you wish to apply for under the Shortfall Bookbuild.
In the event that all or part of your application for New Shares in the Shortfall Bookbuild is not successful, then
TruScreen will refund any extra application monies to you within five Business Days of the Allotment Date.
By completing and returning an Entitlement and Acceptance Form (or completing the online application) and applying
for New Shares, you agree to accept the New Shares:
• subject to the terms set out in the constitution of TruScreen; and
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• on the terms set out in this Offer Document and the Entitlement and Acceptance Form.
Your application is irrevocable and cannot be withdrawn. TruScreen has the sole discretion to accept or reject your
application for New Shares.
PAYMENT
If you are an NZX Shareholder, you must:
• elect to apply using New Zealand dollars at the NZ$ Offer Price; and
• pay for your New Shares by way of direct debit.
If you are an ASX Shareholder, you must:
• elect to apply using Australian dollars at the A$ price; and
• pay for your New Shares by way of BPAY®.
If you are a Custodian (or you hold your Shares through a Custodian), please see Section on Custodians.
Payment must be made for both your Rights and the dollar amount of additional New Shares that you are applying for
under the Shortfall (if any).
If any scaling is applied to the application for Shortfall Shares under the Shortfall Bookbuild, a refund of any extra
application monies will be processed within five Business Days of the Allotment Date. Refunds will not be paid for any
difference arising solely due to rounding or where the aggregate amount of the refund payable to you is less than
NZ$5.00.
ENQUIRIES
If you have any queries about the number of Rights shown on the Entitlement and Acceptance Form please contact the
Share Registrar via email at applications.nz@cm.mpms.mufg.cpm or phone +64 9 375 5998.
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OVERVIEW OF TRUSCREEN GROUP LIMITED
OVERVIEW
TruScreen Group Limited is listed on the NZX Main Board. TruScreen is also dual listed on the ASX as a Foreign Exempt
Listing.
NATURE OF TRUSCREEN’S OPERATIONS AND MAIN ACTIVITIES OF THE TRUSCREEN GROUP
Who is TruScreen
TruScreen Group Limited (NZX/ASX: TRU) is a New Zealand-based medical device company that has developed and
commercialises an AI-enabled medical device for detecting pre-cancerous and cancerous cell abnormalities in the
cervix in real-time via measurements of the low level optical and electrical stimuli responses.
TruScreen’s cervical cancer screening technology enables cervical screening without collecting tissue and
processing of tissues in laboratories, providing immediate result, at the point of care. The technology avoids
patient’s discomfort, failed samples, missed follow-up, and the need for costly, specialised personnel and expensive
laboratory infrastructure. TruScreen works closely with global and national NGOs (Non-Government Organisations)
and with a network of international distributors. It enables TruScreen to hold intellectual property in Australia and New
Zealand while maximising the commercial outreach globally. The distributors hold the local knowledge and manage
the relationships with diverse stakeholders. The key revenue stream comes from the disposable consumable, Single
Use Sensor (SUS), used only once for each examination with TruScreen® Ultra device.
The TruScreen device, TruScreen ® Ultra, is a class 2a medical device, registered as a primary screening tool for cervical
cancer. The device is EU certified (CE Mark), ISO 13485 compliant and is registered for clinical use with the TGA
(Australia), MHRA (UK), NMPA (China), SFDA (Saudi Arabia), Roszdravnadzor (Russia), WAND (New Zealand), IEAKI
(Indonesia), HSA (Singapore), Thai FDA (Thailand), Centre for Pharmaceutical Products Safety of Uzbekistan and
COFEPRIS (Mexico). It has Ministry of Health approval for use in Vietnam, Zimbabwe, Rwanda among others and has
active distributors in 20 countries. Registrations are pending in India, South Africa, Belarus, Kyrgyzstan and Malaysia.
In 2021, TruScreen established a manufacturing facility in China for devices marketed and sold in China as a domestic,
Made In China medical device, enabling TruScreen to participate in government screening programs and tenders.
China remains TruScreen’s largest market, accounting for 62% of its sales in FY2026, as well as the market with the
highest growth potential with up to 404m women of addressable screening age.
In 2023, the technology has been endorsed and recognised by the China Obstetricians and Gynaecologists Association
(COGA) in a China Blue Book “Cervical Cancer Three Stage Standardized Prevent and Treatment” that was published
by them in collaboration with 5 other government associations, and was also included in the CSCCP (Chinese Society
of Colposcopy and Cervical Pathology) China Cervical Cancer Screening Management Guideline.
In 2024, TruScreen was Included in the Russian National Cervical Cancer Screening Guideline. TruScreen was added
to the Vietnamese MoH Technical List in 2023, the prerequisite for a medical product to be used in the public sector.
These important milestone national guidelines were based on independently generated body of evidence supporting
TruScreen clinical use world-wide and after extensive consultations with healthcare practitioners and decision makers.
In FY2026 alone, over 160,000 units of SUS were sold world-wide. By the end of 2026 financial year, over 300 devices
have been installed and used in China, Vietnam, Mexico, Zimbabwe, Russia, Indonesia, Jordan, Rwanda, and Saudi
Arabia.
TruScreen’s vision is “A world without cervical cancer”. In 2019, World Health Organisation (WHO) launched a strategy
to eliminate cervical cancer as the first ever cancer from humanity by the end of this century. To date, over 150 countries
15
have committed to the WHO targets. The WHO strategy comprises a target for screening of eligible women, and
TruScreen provides a solution to many countries that are struggling to reduce the mortality from one of the biggest killer
diseases of women world-wide. Some 350,000 women died from cervical cancer annually, with 70% of deaths from
low and middle income countries.
In November 2020, WHO issued the 90-70-90 milestone targets to be achieved by December 2030 for its member
nations. That is, 90% of girls to be vaccinated against HPV by age 15, 70% of woman to be screened by age 35 and again
by age 45, 90% of women identified with cervical pre-cancer or invasive cervical cancer receive proper treatment or
management. The compressed dateline from now to end of 2030 has created a greater sense of urgency for member
nations to implement public health screening programmes to achieve those targets. With no requirements for
laboratory or pathology infrastructure, TruScreen’s portability and real time screening technology is ideally suited for
the low and middle income countries. This provides a 3+ year time window for TruScreen to assist these countries to
achieve their 70% screening milestones.
In April 2026 TruScreen announced it had submitted three proposals for screening programmes across 14 high-burden
countries in Africa, Asia-Pacific, and Latin America – addressable market 1Bn women. The programmes seek to achieve
WHO’s 90-70-90 milestones over a 36 month period to December 2030, with funding up to US$57.3 million over the
three-year period with potential revenue as a consortium lead for TruScreen of up to US$18.4 million. These
submissions followed TruScreen’s success with the National Aids Council programme in Zimbabwe, where over 30,000
women were screened by TruScreen, and in early this year, the programme was extended by Zimbabwe MoH nationally.
TruScreen has also partnered with two global and national NGOs in their separate grant application to UNITAID for
cervical screening programmes. In total, TruScreen is the technology partner in five grant applications to UNITAID.
Successful applicants to be advised on or around November 2026.
To learn more, please visit: www.truscreen.com
Our Strategy
TruScreen seeks to further develop and expand its sales and distribution channels to increase sales of its medical
device and its consumable SUS in its targeted and new markets. Several initiatives to improve financial performance
are in place. TruScreen has the following short-term strategy:
Focus on public health screening programmes – provides a much broader rapid coverage. Vietnam launched a 5 year
programme to screen 260,000 women in April 2025.
Pivot to screen and treat model in line with WHO’s updated 2021 guidelines – TruScreen + Rapid HPV DNA test +thermal
ablation
NGO engagement – Global and Multi-Country Organisations – eg Unitaid and PATH
Expand to new high Total Addressable Markets – India, Indonesia, Nigeria and South Africa
Working closely with its exclusive SUS manufacturer to reduce SUS and logistic costs for margin improvements.
Recent Milestones
In FY2026, TruScreen broadened its revenue base to include India and Indonesia, in addition to existing established
markets in China, Vietnam, Zimbabwe, Central Asia and Mexico. Truscreen also signed new distributor agreement in
South Africa. Pending new distributors to be appointed include, Uzbekistan, Nigeria, Romania and Bangladesh.
TruScreen’s success with the National Aids Council programme in Zimbabwe resulted in the TruScreen being
approached by global aid national agencies to submit applications to assist in the achievement of WHO’s cervical
cancer elimination goals. TruScreen submitted three proposals developed in partnership with leading global and
national health organisations, to present a comprehensive programme to deploy TruScreen's portable AI-enabled opto-
electronic cervical screening technology across 14 high-burden countries in Africa, Asia-Pacific, and Latin America
16
with an addressable market of one billion women of screening age.
More recently, TruScreen collaborated with Nigeria’s Lagos State University Teaching Hospital (LASUTH) in a grant
application to Gates Foundation and United Nations Population Fund (UNFPA), for a Dalton HPV study in Nigeria.
TruScreen received further recognition during the year as a primary AI cervical cancer screening solution. A 297-patient
study published and peer review in Journal of Sichuan University found that TruScreen combined with hr HPV testing
confirmed superior performance in cervical cancer screening compared with Thinprep cytology test (TCT) combined
with hr HPV test.
This publication adds to TruScreen’s expanding clinical evidence base, which now comprises more than 30 trials and
large studies involving over 40,000 women worldwide. The findings are consistent with the TruScreen’s larger clinical
evaluations, including the landmark COGA study of 14,982 women – the world’s largest opto-electronic cervical cancer
screening study - published in February 2026 in Germany’s BMC Cancer and confirming TruScreen’s superiority as a
primary screening tool compared with liquid based cytology and hr HPV testing.
A new study published in the leading Chinese medical publication Family Doctor, validated TruScreen’s efficacy as an
initial screening tool for cervical lesions during pregnancy. This is the first study to focus on TruScreen’s use in
pregnancy. The study can be viewed at https://www.cnki-acc.net/wenzhang/37126.html (in Chinese).
What’s Next for TruScreen
Longer term, TruScreen will:
• Expand its existing market presence to new, large population markets in Africa, Latin America, and others;
• Add new healthcare products and services to its portfolio, to encompass the wider women’s health category
in reproductive diseases; and
• Expand application for the technology in screening for diverse range of cancers.
People
The TruScreen team have a wealth of experience in medical devices and market experience. For further details see
https://www.truscreen.com/news-announcements
Further Resources
Scientific publications 2020-2026:
• Chen F, Chen W, Liu J, Wang J, Guo H, Zhang G, Zhang Y, Yang Q, Zhao R, Chen X, Cui M, Zhao W, Liu J, Liou YL,
Lang J. A real-world multicenter study on opportunistic cervical cancer screening in hospital in China:
comparison of TruScreen device, cytology, and HPV testing for detecting high-grade cervical lesions. BMC
Cancer. 2026 Feb 4. doi:10.1186/s12885-026-15590-6. Available from:
https://pubmed.ncbi.nlm.nih.gov/41634646/
• Gao, S., Tian, Y., Song, F., & Wang, J. (2025). Assessment of the real-time photoelectric detection device
(TruScreen) in screening for cervical precancerous lesions in middle-aged women: An observational study.
Risk Management and Healthcare Policy, 18, 1783–1791.
• Xiao, F., & Sui, L. (2024). Evaluation of a real-time optoelectronic method for the detection of cervical
intraepithelial neoplasia and cervical cancer in patients with different transformation zone types. Scientific
Reports, 14, Article 27220.
• Xiao, F., & Sui, L. (2024). Evaluation of a real-time optoelectronic method for the detection of cervical
17
intraepithelial neoplasia and cervical cancer in patients with different transformation zone types. Scientific
Reports, 14, 27220.
• Yang Y, et al. Optimal Screening and Detection Strategies for Cervical Lesions: A Retrospective Study. Journal
of Cancer 2024, Vol. 15
• Liu, H et al. Study on the role of TruScreen Screening Technology in Cervical Cancer Screening. Reproductive
Medicine Journal August 2023 Vol 32, No 8
• Luo, L et al. The Value of TruScreen (An Artificial Intelligence Cervical Cancer Screening System) in High-Risk
HPV Positive Patients. Clin. Exp. Obstet. Gynecol. 2023; 50(10): 206
• Chen, Z et al. The clinical value of TruScreen in cervical cancer screening. Shangdong Med 2022 Vol 6 No 22
• Zhu B et al. A comparative study of photoelectric screening system Truscreen and colposcopy in cervical
lesions screening. CHINESE JOUＲNAL OF FAMILY PLANNING ＆ GYNECOTOKOLOGY Volume 14 Number 11
2022
• Zhao, Y et al. Accuracy of TruScreen in the Early Diagnosis of Cervical Precancerous Lesions in Outpatients in
Sichuan Province. J Cancer Control Treat. February 2022, Vol. 35, No. 2
• Jessica N Vet et al., A Performance Evaluation of an Optoelectronic Cervical Screening Device in Comparison
to Cytology and HPV DNA Testing, Eur. J. Gynaecol. Oncol. 2022; 43(2): 213–218
http://doi.org/10.31083/j.ejgo4302027
• Y. Wei, W. Wang, M. Cheng et al., Clinical evaluation of a real-time optoelectronic device in cervical cancer
screening, European Journal of Obstetrics & Gynaecology and Reproductive Biology,
https://doi.org/10.1016/j.ejogrb.2021.09.027
• Comparison of the detection rate of cervical lesion with TruScreen, LBC test and HPV test: A Real-world study
based on population screening of cervical cancer in rural areas of China, Yu Ma, Jiangli Di , Hui Bi, et al.,
https://doi.org/10.1371/journal.pone.0233986
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TERMS OF THE OFFER
THE OFFER
The Offer is an offer of New Shares in TruScreen to Eligible Shareholders under a pro-rata renounceable rights issue,
followed by a Shortfall Bookbuild. Under the Offer, Eligible Shareholders are entitled to subscribe for one (1) New Share
for every five (5) Existing Shares held on the Record Date. Any fractional Entitlements will be rounded down to the
nearest whole number.
The New Shares will be of the same class as, and rank equally with, the Existing Shares which are quoted on the NZX
Main Board and the ASX. It is a term of the Offer that TruScreen will take any necessary steps to ensure that the New
Shares are quoted immediately after the issue.
Eligible Shareholders who take up their Rights in full may also apply for additional Shortfall Shares under the Shortfall
Bookbuild.
The maximum number of New Shares being offered under the Offer is 149,465,065 New Shares.
ISSUE PRICE AND APPLICATION MONIES
The Issue Price under the Offer is NZ$0.013 (A$0.011) per New Share. The A$ price has been set by TruScreen taking
into account the A$:NZ$ exchange rate published by the Reserve Bank of New Zealand on its website at 5pm on 30 April
2026.
Payment for the New Shares (together with any additional Shortfall Shares applied for) must be made in full in
accordance with the instructions set out in the Entitlement and Acceptance Form. If you are an NZX Shareholder, you
must elect to apply using New Zealand dollars at the NZ$ price. If you are an ASX Shareholder, you must elect to apply
using Australian dollars at the A$ price.
TruScreen may (at its discretion) accept late applications and Application Monies, but has no obligation to do so.
TruScreen may accept or reject (at its discretion) any Entitlement and Acceptance Form which it considers is not
completed correctly, and may correct any errors or omissions on any Entitlement and Acceptance Form.
If an Eligible Shareholder does not renounce their Rights and does not apply for any New Shares and pay the associated
Application Monies by the Closing Date (5.00pm (NZT) on 17 June 2026), their Rights will lapse.
Application Monies received will be held in a trust account with the Share Registrar until the corresponding New Shares
are allotted or the Application Monies are refunded. Interest earned on the Application Monies will be for the benefit,
and remain the property, of TruScreen and will be retained by TruScreen whether or not the issue and allotment of New
Shares takes place.
Any refunds of Application Monies will be made within five Business Days of allotment, or, if a decision is made not to
proceed with the Offer, within five Business Days of the date of that decision.
Once submitted, and subject to all applicable law, an Application is irrevocable and cannot be withdrawn.
ELIGIBILITY
The Offer is only open to Eligible Shareholders or persons that TruScreen is satisfied can otherwise participate in the
Offer in compliance with all applicable laws.
TruScreen considers that the legal requirements of jurisdictions other than New Zealand and Australia are such that it
would be unduly onerous for TruScreen to make the Offer in those jurisdictions. This decision was made having regard
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to the small number of Shareholders in such overseas jurisdictions, the financial resources of TruScreen and the costs
of complying with overseas legal requirements.
This Offer Document is intended for use only in connection with the Offer to any person recorded in TruScreen’s share
register as a Shareholder on the Record Date (5.00pm (NZT) 28 May 2026):
• whose address is shown in TruScreen’s share register as being in New Zealand; or
• whose address is shown in TruScreen’s share register as being in Australia.
This Offer Document is not to be sent or given to any person outside New Zealand or Australia in circumstances in which
the Offer or distribution of this Offer Document would be unlawful.
OPENING AND CLOSING DATES
The Offer will open for receipt of acceptances from 29 May 2026 (Opening Date). The last day for receipt of the
completed Acceptance and Entitlement Form with payment is 5.00pm (NZT) on 17 June 2026 (Closing Date), subject
to TruScreen varying those dates in accordance with the Listing Rules.
NO RIGHTS TRADING
The Rights will not be quoted on the NZX Main Board or the ASX, and accordingly there will be no established market
for Rights. If you wish to sell your Rights privately to a buyer you identify, you should contact the Registrar, MUFG
pension & Market Services (see Directory), to request a Security Renunciation Form.
Please note that if the buyer of your Rights is an Ineligible Shareholder or a person that would be an Ineligible
Shareholder were they a registered holder of Shares, that buyer will not be able to take up the Rights they have
purchased.
APPLING FOR SHORTFALL SHARES
Eligible Shareholders who take up all of their Rights are entitled to apply for Shortfall Shares under the Shortfall
Bookbuild.
Any New Shares in respect of which Rights are not taken up will form the Shortfall and will be available to Applicants
who subscribe for New Shares in addition to their Entitlement, as well as other investors. Accordingly, Applicants may
apply for additional New Shares in excess of the Rights they hold, subject to the resulting availability.
TruScreen reserves the right to determine who, other than Eligible Shareholders, may participate in the Shortfall
Bookbuild and may decline or scale applications for New Shares by any Eligible Shareholder.
Eligible Shareholders who wish to participate in the Shortfall Bookbuild may do so, provided they have fully taken up all
of their Rights by:
• in the case of NZX Shareholders, specifying the NZ$ amount of New Shares they wish to apply for on the
Entitlement and Acceptance Form where provided; or
• in the case of ASX Shareholders, specifying the A$ amount of New Shares they wish to apply for on the
Entitlement and Acceptance Form where provided,
and must pay that NZ$ or A$ amount of additional New Shares being applied for under the Shortfall in addition to their
Application Monies for their Rights.
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SHORTFALL BOOKBUILD
New Shares attributable to the Shortfall will be offered to Eligible Shareholders who take up their Rights in full, and
other investors, under the Shortfall Bookbuild. If you do not take up your Rights under the Rights Offer or are an
Ineligible Shareholder, the New Shares attributable to your Shortfall will be offered for sale in the Shortfall Bookbuild.
Shortfall Bookbuild process
Eligible Shareholders that take up their Rights in full can apply for New Shares by specifying the dollar value of New
Shares for which you wish to apply at the time you complete and return the Entitlement and Acceptance Form to
exercise your Rights. The price at which the New Shares will be issued to Eligible Shareholders is the Bookbuild Price
to be set as described below.
Other investors participating in the Shortfall Bookbuild may bid for New Shares equal in number to the Shortfall. The
minimum bid that may be submitted for a New Share under the Shortfall Bookbuild is the Issue Price of NZ$0.013 per
New Share and this amount is payable to TruScreen.
The Bookbuild Price will be determined by TruScreen and will be:
• no less than the Issue Price; and
• no more than the closing price on the NZX Main Board for an Existing Share as at the close of trading on the day
prior to the Shortfall Bookbuild (unless the closing price is less than the Issue Price, in which case the
Bookbuild Price will be equal to the Issue Price).
The Bookbuild Price will be set in NZ$ and then converted to A$ at the prevailing exchange rate available to Truscreen
at the time the price is set. The proceeds from each New Share issued under the Shortfall Bookbuild (if any) will be paid
by the Share Registrar as follows:
• the Issue Price of NZ$0.013 to TruScreen; and
• any Premium achieved to the holders of unexercised Rights (including Ineligible Shareholders) in proportion to
their holdings of unexercised Rights. Ineligible Shareholders will be deemed to hold the number of Rights they
would have received if they were Eligible Shareholders for the purpose of calculating the amount of any
Premium payable to them.
Example
This example assumes that there is demand for all of the New Shares available under the Shortfall Bookbuild and that
the Bookbuild Price exceeds the Issue Price.
Issue Price per New Share: $0.013
Bookbuild Price per New Share: $0.02
Premium: $0.007
In this example, a Shareholder who holds 50,000 Existing Shares at 5.00pm on the Record Date who is either an
Ineligible Shareholder or is an Eligible Shareholder who chooses not to take up any of his or her Rights will have 10,000
unexercised Rights. That Shareholder will receive $70 in aggregate for his or her unexercised Rights in the Shortfall
Bookbuild, being the Premium of $0.007 multiplied by the number of unexercised Rights held by him or her.
The above is an example only. There is no guarantee that the Bookbuild Price will exceed the Issue Price.
If the Bookbuild Price is equal to the Issue Price, there will be no Premium payable to the holders of unexercised Rights.
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Application to participate in Shortfall Bookbuild
If you are an Eligible Shareholder and you have taken up all of your Rights, you may participate in the Shortfall Bookbuild
by applying online in accordance with the instructions on your Entitlement and Acceptance Form, and applying for a
dollar amount of New Shares at the Bookbuild Price.
If you are an investor who is not an Eligible Shareholder, you may participate in the Shortfall Bookbuild by contacting
TruScreen at info@truscreen.com who will provide details as to the process to be undertaken in relation to the
Shortfall Bookbuild. Participation in the Shortfall Bookbuild will be limited to Eligible Shareholders and such other
investors in New Zealand and other jurisdictions who TruScreen is satisfied may participate in the Shortfall Bookbuild
under all applicable laws without the need for any registration, lodgement or other formality (other than a formality with
which TruScreen is willing to comply)
Shortfall Bookbuild allocation policy
Allocations and any necessary scaling of applications for New Shares under the Shortfall Bookbuild will be determined
by TruScreen in its discretion. The allocation policy will be influenced by, but not constrained by factors such as:
• the number of New Shares bid for by particular bidders;
• the timeliness of the bid by particular bidders with a likely preference for early bids;
• the price at which the bid is made, with a preference for bids in excess of the Issue Price and demonstration of
price leadership;
• the prospects of success of the Offer; and
• any other factors that TruScreen considers appropriate.
Once the Bookbuild Price has been determined, the application monies in respect of any applications for New Shares
through the Shortfall Bookbuild by Eligible Shareholders will be divided by the Bookbuild Price to calculate the number
of New Shares that those Eligible Shareholders have applied for, rounded down to the nearest whole New Share. Any
refunds of application monies due to scaling of applications or applications not being accepted under the Shortfall
Bookbuild will be made within five business days (as defined in the Listing Rules) of allotment (without interest).
Payment of Premium
The Premium, if any, will be paid by the Share Registrar in New Zealand or Australian dollars in accordance with the
direct credit payment instructions provided by the relevant Shareholder to TruScreen (if any). No interest will be paid in
respect of any Premium payable. Payment (if any) is expected to be made by 30 June 2026.
ALLOTMENT OF NEW SHARES
New Shares issued pursuant to the exercise of Entitlements or under the Shortfall are expected to be allotted and
issued by 30 June 2026 (Allotment Date). Transaction statements confirming the allotment of your New Shares will be
issued and mailed in accordance with the Listing Rules.
QUOTATION OF NEW SHARES
The New Shares have been accepted for quotation by NZX and will be quoted upon completion of allotment
procedures. The NZX Main Board is a licensed market operated by NZX, which is a licensed market operator regulated
under the FMCA. An application will also be made by TruScreen for the New Shares to be issued under the Offer to be
quoted on ASX.
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However, neither NZX nor ASX accepts responsibility for any statement in this Offer Document. The fact that ASX may
approve the New Shares for quotation is not to be taken in any way as an indication of the merits of TruScreen.
CUSTODIANS
Under the Offer, a custodian (Custodian) is any Eligible Shareholder having a registered address in New Zealand or
Australia, that:
(a) is a trustee corporation or a nominee company and holds Shares in TruScreen by reason only of acting for
another person in the ordinary course of business of that trustee corporation or nominee company; or
(b) holds Shares in TruScreen by reason only of being a bare trustee of a trust to which the Shares are subject.
Custodians must confirm to TruScreen that they are holding Existing Shares as a Custodian for one or more beneficial
owners (Participating Beneficiary) and certify the matters described below by email, together with the Custodian’s
schedule and make payment by way of electronic funds transfer.
(a) the number of Participating Beneficiaries and their names and addresses;
(b) in respect of each of the Participating Beneficiaries;
(i) the number of Existing Shares that the Custodian holds on behalf of each Participating Beneficiary and
the number and dollar amount of Rights; and
(ii) the dollar amount of any additional New Shares in the Shortfall (if eligible),
that each Participating Beneficiary has instructed the Custodian, either directly or indirectly through a
Downstream Custodian, to apply for on their behalf;
(c) that a copy of this document was given to each Participating Beneficiary; and
(d) where the Custodian holds Shares on behalf of a Participating Beneficiary indirectly, through one or more
Downstream Custodians, the name and address of each Downstream Custodian.
Custodians may not distribute this Offer Document to any person in any country outside New Zealand and Australia.
TERMS AND RANKING OF NEW SHARES
New Shares allotted and issued will be fully paid and will be the same class as, and rank equally in all respects with,
Existing Shares on issue that are quoted on the Main Board on the Allotment Date. They will give the holder the right to
one vote on a resolution at a meeting of Shareholders (subject to any restrictions in TruScreen’s constitution or the
Listing Rules), the right to dividends authorised by the Board and the right to a proportionate share in any distribution of
surplus assets of TruScreen on any liquidation. Applicants for New Shares will be bound by TruScreen’s constitution
and the terms of the Offer set out in this Offer Document.
NO MINIMUM AMOUNT TO BE RAISED
There is no minimum amount that must be raised for the Offer to proceed.
AMENDMENTS TO THE OFFER AND WAIVER OF COMPLIANCE
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Notwithstanding any other term or condition of the Offer, TruScreen may at its discretion:
• make non-material modifications to the Offer on such terms and conditions as it sees fit (in which event
applications for Shares under the Offer will remain binding on the Applicant notwithstanding such modification
and irrespective of whether an application was received by the Registrar before or after such modification is
made); and/or
• suspend or terminate the Offer at any time prior to the issue of the New Shares under the Offer (including by
reviewing the timetable for the Offer). If the Offer is terminated, application monies will be refunded to
Applicants without interest within 5 Business Days of termination.
TruScreen reserves the right to waive compliance with any provision of these terms and conditions.
TruScreen will notify NZX and ASX of any waiver, amendment, variation, suspension, withdrawal or termination of the
Offer.
BROKERAGE
No brokerage is payable by Eligible Shareholders who accept their Entitlement.
GOVERNING LAW
This Offer Document, the Offer and any contract resulting from it are governed by the laws of New Zealand, and each
Applicant submits to the exclusive jurisdiction of the courts of New Zealand.
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GLOSSARY
Allotment Date means the date for allotment of New Shares under the Offer, expected to be on or
about 30 June 2026.
Applicant means an investor whose application for New Shares has been received by the
Registrar.
Application means an application to subscribe for New Shares under this Offer Document.
Application Monies means monies received from Applicants in respect of their Applications.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited or the Australian Securities Exchange operated by ASX
Limited, as the context may require.
ASX Shareholder means an Eligible Shareholder whose Existing Shares are held on TruScreen’s
ASX branch register on the Record Date.
Board means the board of directors of TruScreen.
Bookbuild Price The price per New Share determined by TruScreen through the Shortfall
Bookbuild process based on the bids received.
Business Day has the meaning given to that term in the Listing Rules.
Closing Date means 5:00pm (NZT) on 17 June 2026.
Eligible Shareholder means a Shareholder who as at the Record Date is registered as a Shareholder,
and has a registered address in New Zealand or Australia.
Entitlement means the number of Rights to which Eligible Shareholders are entitled.
Entitlement and Acceptance
Form
means the personalised entitlement and acceptance form accompanying this
Offer Document for Eligible Shareholders.
Existing Share means a Share on issue on the Record Date.
Ineligible Shareholders means Shareholders other than Eligible Shareholders.
Issue Price means NZ$0.013 (A$0.011) per New Share.
Listing Rules means the NZX Listing Rules.
Main Board means the NZX Main Board.
New Share means an ordinary share in TruScreen offered under the Offer of the same class
as (and ranking equally in all respects with) Existing Shares at the time of
allotment of the New Shares.
NZX means NZX Limited.
NZX Firm means an entity designated as an NZX Firm under the Participant Rules of NZX.
NZX Shareholder means an Eligible Shareholder whose Existing Shares are held on TruScreen’s
NZX branch register on the Record Date.
Offer means the offer of New Shares to Eligible Shareholders as at the Record Date,
under the renounceable rights offer set out in this Offer Document, together with
the Shortfall Bookbuild.
Offer Document means this document.
Opening Date means 29 May 2026.
Premium The amount per New Share, if any, by which the Bookbuild Price exceeds the
Issue Price.
Record Date means 5:00pm (NZT) on 28 May 2026.
Registrar or Share Registrar means MUFG Pension & Market Services Limited, Auckland.
Right means the renounceable right to subscribe for one (1) New Share for every five (5)
Existing Shares held on the Record Date at the Issue Price, issued pursuant to the
Offer.
Share means one fully paid ordinary share in TruScreen.
Shareholder means a registered holder of Shares on issue.
Shortfall means the number of Rights not exercised by Shareholders.
Shortfall Shares means New Shares available under the Shortfall Bookbuild
Shortfall Bookbuild The bookbuild process a number of New Shares equal to the Shortfall.
TruScreen means TruScreen Group Limited.
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COMPANY DIRECTORY
ISSUER
TruScreen Group Limited
c/- HLB Mann Judd Limited
Level 6, Equitable House
57 Symonds Street, Grafton
Auckland, 1010
New Zealand
T: +64 9 303 2243
E: hlb@hlb.co.nz
DIRECTORS OF TRUSCREEN GROUP LIMITED
Anthony Ho (Chairman)
Dr. Dexter Cheung
Christopher Horn
Christine Pears
EXECUTIVE MANAGEMENT
Martin Dillon (CEO)
Guy Robertson (CFO)
REGISTRAR
New Zealand
MUFG Pension & Market Services (NZ) Limited
Level 30, PwC Tower
15 Customs Street west
Auckland 1010
New Zealand
PO Box 91976
Victoria Street West
Auckland 1142
New Zealand
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Australia
MUFG Corporate Markets (AU) Limited
Liberty Place
Level 41, 161 Castlereagh Street
Sydney NSW 2000
Locked Bag A14
Sydney South NSW 1235
T: + 64 9 375 5998
W: New Zealand - nz.investorcentre.mpms.mufg.com
W: Australia - au.investorcentre.mpms.mufg.com
E: applications.nz@cm.mpms.mufg.com
LEGAL ADVISORS
New Zealand legal advisor:
Russell McVeagh
Level 30, 48 Shortland Street
Auckland 1010
www.russellmcveagh.com
Australian legal advisor:
Addisons
Level 10, 2 Park Street
Sydney NSW 2000
www.addisons.com
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.