HUNTSVILLE, AL, USA, May 15, 2026 – Titomic Limited (ASX: TTT), a global advanced manufacturing company serving the U.S. and allied defense industrial base, today announces that it has entered into a scheme implementation deed (“SID”) with Titomic, Inc. (a newly formed Delaware corporation) to pursue a redomiciliation of Titomic Limited and its subsidiaries (“Titomic Group”) from Australia to the United States by way of a proposed scheme of arrangement with shareholders under Part 5.1 of the Corporations Act 2001 (Cth) (“Scheme”). This follows Titomic’s announcement to the ASX on March 12, 2026 of its intention to commence planning activities to redomicile from Australia to the United States.
If the Scheme becomes effective:
- all ordinary shares in Titomic Limited will be transferred to Titomic, Inc.;
- Titomic, Inc. will become the new ultimate parent company of Titomic Group and will retain Titomic’s listing on the ASX via CHESS depositary interests (“CDIs”) which will continue to be traded on ASX under the code “TTT”;
- in consideration for the transfer of the Titomic Limited shares to Titomic, Inc., Titomic shareholders will receive a beneficial interest in one share of common stock in Titomic, Inc. for every 25 shares held in Titomic Limited on the record date for the Scheme in the form of CDIs in Titomic, Inc.;
- Titomic shareholders will retain an equivalent proportional economic interest in Titomic, Inc. as they previously held in Titomic Limited, subject to the sale facility aspect of the Scheme dealing with the interests of ineligible foreign holders;
- subject to Titomic having entered into binding agreements with each of its option holders and performance rights holders, Titomic option holders and performance right holders will retain an equivalent proportional economic interest in Titomic, Inc. as they previously held in Titomic Limited; and at this stage, the board and management team of Titomic Group will remain unchanged.
Implementation of the Scheme is subject to the approval of Titomic shareholders and certain regulatory approvals and approvals of the Federal Court of Australia.
Rationale for the Scheme
After consideration of the advantages and risks of the Scheme, Titomic’s Board of Directors unanimously considers that the advantages of the Scheme significantly outweigh its risks, due to the following:
- allowing the Board and leadership enhanced participation in the continued expansion of Titomic’s U.S. defense business including its engagements with Tier-1 prime contractors supporting U.S. Department of War programs, many of which will involve activities subject to U.S. regulatory requirements including U.S. export controls of the International Traffic in Arms Regulations (ITAR);
- positioning the Titomic Group in the larger U.S. market will enable further growth in the defense industrial base and take advantage of the re-shoring of sovereign manufacturing, allowing Titomic shareholders to benefit from that growth, whilst maintaining a listing on ASX;
- providing access to a broader U.S investor pool that previously could not, or were unlikely to, invest in non-U.S. companies, and due to the greater number of market participants and investors in the U.S., has the potential to lead to a stronger valuation of Titomic over time;
- improving access to lower-cost U.S. debt and equity capital markets, which may enable accelerated growth;
- as Titomic, Inc. will be a U.S. corporation, the Scheme may improve the potential for merger, sale or acquisition transactions; and
- positioning the Company for a potential initial public offering and listing in the U.S. at an appropriate later time.
Independent Expert’s Report
The Company has appointed an independent expert, RSM Corporate Australia Pty Ltd (“the Independent Expert”), to determine whether the Scheme is in the best interests of Titomic shareholders. The Independent Expert’s Report will be included in a Scheme Booklet, which is expected to be distributed to Titomic shareholders in early July 2026, subject to completion of the initial regulatory approval process.
Board Recommendation
The Board unanimously recommends that Titomic shareholders vote in favour of the Scheme, subject to the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Titomic shareholders. Each member of the Board intends to vote all the Titomic shares held or controlled by them in favour of the Scheme.
The Board’s recommendation and voting intentions as set out above are subject to no superior proposal emerging and the Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of Titomic shareholders.
Details of the Scheme
Under the SID, Titomic Limited and Titomic, Inc. have agreed to implement the Scheme subject to the satisfaction of several customary conditions, including:
- Titomic shareholders approving the Scheme by the requisite majorities;
- the Independent Expert continuing to conclude that the Scheme is in the best interests of Titomic shareholders;
- the Federal Court of Australia approving the Scheme; and
- obtaining all other necessary regulatory approvals (including ASIC, the ASX and ATO roll-over relief).
The full details of the conditions to, and other terms of, the Scheme are set out in the SID, a copy of which is attached to this announcement.
Indicative Timetable and Next Steps
Titomic shareholders do not need to take any action at the present time.
A Scheme Booklet containing information relating to the Scheme and details of the meeting of Titomic shareholders in relation to the Scheme (“the Scheme Meeting”) is expected to be despatched to Titomic shareholders in early July 2026. The Scheme Booklet will also contain the Independent Expert’s Report on whether the Scheme is in the best interests of Titomic shareholders.
Titomic shareholders will be given the opportunity to vote on the Scheme at the Scheme Meeting, which is expected to be held in late July 2026. Subject to the conditions of the Scheme being satisfied, Titomic is targeting to complete the Scheme in mid-August 2026. These dates are indicative only and subject to change. The SID includes a more detailed anticipated timetable regarding the implementation of the Scheme.
The Board will keep the market informed of any material developments in accordance with its continuous disclosure obligations.
Norton Rose Fulbright Australia is acting as Australian legal advisor to Titomic and Fluet & Associates, PLLC is acting as U.S. legal advisor to Titomic.
About Titomic Ltd.
Titomic Limited (ASX: TTT) is an Australian public company specializing in large integrated solutions for industrial- scale metal additive manufacturing, coating, and repairs using its patented kinetic fusion cold spray (Titomic Kinetic Fusion) technology. Titomic Kinetic Fusion cold spray solutions provide OEM production and R&D services to the global Aerospace, Defense, Shipbuilding, Oil & Gas, Mining and Automotive industries. Titomic also offers global sales and support for all of its Titomic Kinetic Fusion cold spray AM activities from its Melbourne Head Office, as well as through local presence in the USA and Europe. Titomic delivers competitive advantages in metal additive manufacturing at every stage in the product value chain.
For more information, please contact Titomic via www.titomic.com.
