2021 BRN Discussion, page-18391

Brainers.

I am posting this for those not as proficient in the overseas (OTC) stock markets, like myself.

I asked Mr Tony Dawe a stupid question as I couldn't seem to find the answer myself with Dr Google.

Tony very kindly made contact with USA and gave me the below response, which he has authorised me to publish.

I hope those thinking the same stupid question now don't have to go looking to far and it saves them asking the question. Nice green day today too .

My stupid questions first:

If say 100mil shares are sold on the OTC I would like to know the following:

1) What entity does this holding appear, if any on the ASX.

a. Is it a single entity (being the OTC company)

b. Or does each person buying in the OTC register against the ASX in their own entity (name)

2) I want to be able in the future see the spread of shares held in Australia and those in USA ,

3) And who is a majority share holder. IE if a major institution started buying in the OTC will we be able to see that purchase (depending on your answer for number 1).

Please now find the response:

g

Hi Gary

OTCQX is the highest level of listing available on the OTC, and we upgraded to this listing earlier in the year to ensure the broadest possible range of US investors could invest in our shares. Until we upgraded our listing, institutional investors, for example, were not permitted to buy our shares on the OTC. This restriction has now been lifted.

Shares traded on the OTCQX come from the same pool of shares currently traded on the ASX and are then traded between investors in North America. These are not newly issued shares, they are ordinary shares (BRN) trading under a different ticker code (BRCHF) in a different country. Shareholdings held by investors who purchased through the OTCQX will appear on our share register under the name of the individual investor, fund or nominee, the same way they are in Australia.

We are ramping up our efforts to promote BRCHF in the US market, and recently appointed a US based IR firm to assist us in this process.

My apologies for taking so long to respond, but I referred your question to the US to ensure accuracy.

Regards

Tony Dawe

Manager,Investor Relations

BrainchipHoldings Ltd. (ASX: BRN, OTCQX: BRCHF)

Level 29,221 St. George’s Terrace

Perth,6000, Western Australia

+61 (0)405989 743