RT presentation, 12 Oct 2021, page-43

Of course you will be because you have no idea about how the LDA Capital agreement works.

Probably pointless to explain but here goes:

1. LDA Capital are not holding any Brainchip shares from this present extension of the agreement.

2. Before 28.2.22 Brainchip will issue sufficient shares to LDA Capital to sell on market to gross $5.3 million dollars. Brainchip will receive 90% of the $5.3 million and LDA Capital will receive 10% of the $5.3 million. Any shares that do not need to be sold will be either held in trust by LDA Capital for the next agreed put option exercise or returned to Brainchip (at Brainchip's discretion) as they have remained throughout this process Brainchip shares not LDA Capitals

3. Before 31.12.22 Brainchip will issue sufficient shares to LDA Capital to sell on market to gross $15 million dollars. Brainchip will receive 91.5% of the $15 million and LDA Capital will receive 8.5% of the $15 million. Any shares that do not need to be sold will be either held in trust by LDA Capital for the next agreed put option exercise or they will be returned to Brainchip (at Brainchip's discretion) as they have remained throughout this process Brainchip shares not LDA Capitals

4. Before 31.12.23 Brainchip will issue sufficient shares to LDA Capital to sell on market to gross $15 million dollars. Brainchip will receive 91.5% of the $15 million and LDA Capital will receive 8.5% of the $15 million. Any shares that do not need to be sold will be either held in trust by LDA Capital for the next agreed put option exercise or they will be returned to Brainchip (at Brainchip's discretion) as they have remained throughout this process Brainchip shares not LDA Capitals

5. The above are the minimum calls under the agreement which must be made by Brainchip under the put option. They total $35 million dollars. The total extended agreement is $65 million which means that should Brainchip wish to do so it can call via a put option during the agreement period up to a further $30 million on the same terms as set out above in 3. and or 4.

6. Any or all of these 2. 3. 4. 5. calls on the put option will be notified at the time via the ASX. The higher the market price of Brainchip shares the less shares they need to issue to LDA Capital. In simple terms if the price is $1.00 per share they will only need to issue 5.3 million shares to achieve $5.3 million.

As I stated yesterday LDA Capital unlike the first time around did not get any up front shares either as a fee in lieu of cash or as options so they have no shares to sell other than the above which remain Brainchip shares throughout the process. Unless LDA Capital now come on market and buy more Brainchip shares which is not their business model they have no shares to sell on market. The price of Brainchip shares is irrelevant to LDA Capital as they get the same money regardless under the deal it is in effect a fixed price agreement from their perspective.

On any view LDA Capital have significantly discounted the present deal to Brainchip over the original deal to get Brainchip's further business.

I invite you to copy my post and send it to Tony Dawe at Brainchip and ask him if what I have stated is correct.

My opinion only DYOR
FF

AKIDA BALLISTA