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:
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.
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).
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:
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);
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
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 $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, including costs of the offer $1,943,000
Total NZ$ 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, Cleansing Notice, Investor Presentation, Option Extension Prospectus and the Rights Issue Offer Document accompany this announcement.
Options Extension Prospectus - please find the following below accessing below.
IMPORTANT NOTICE
This notice relates to a Prospectus lodged by TruScreen Group Limited ARBN 644 098 760 (Company) with the Australian Securities & Investments Commission (ASIC) on 21 May 2026 (Prospectus) in respect of the Company’s offers of:
up to 65,224,999 Extended Placement Options to Australian Placement Optionholders, on the basis of one free (1) Extended Placement Option for every one (1) Placement Option held (Extended Placement Optionholder Offer);
up to 14,613,570 Extended SPP Options to Australian SPP Optionholders, on the basis of one free (1) Extended SPP Option for every one (1) SPP Option held (Extended SPP Optionholder Offer); and
up to 14,025,000 Extended Broker Options to SP Corporate Advisory Pty Ltd and GBA Capital Pty Ltd (Extended Broker Options Offer),
(collectively, the Offers).
An electronic version of the Prospectus is accessible from this website. Before you attempt to access the electronic version of the Prospectus on this website, you must read this notice in its entirety and indicate your agreement (or otherwise) at the bottom of this notice to the terms of access contained on this webpage. If you agree to the terms and conditions contained on this page, you will be given access to the electronic version of the Prospectus.
If you access the electronic version of the Prospectus, you should ensure that you download and consider the document in full.
1. JURISDICTION
Access to the electronic version of the Prospectus is only available to Australian residents accessing this website from within Australia. No action has been taken to register or qualify the Prospectus or the Offers, or to otherwise permit an offering of options under the Offers (Extended Options), in any jurisdiction other than Australia.
If you are accessing this site from anywhere outside Australia, you are not permitted to download, print or view the Prospectus accessible through this web page. The distribution of the Prospectus in jurisdictions outside of Australia may be restricted by law. Persons residing in any such jurisdiction who come into possession of the Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of law.
The Prospectus does not constitute an offer to apply for Extended Options in any jurisdiction in which, or to any person to whom, it would be unlawful to make such an offer or invitation. The Board of Directors of the Company reserves the right to refuse to issue Extended Options to any applicant under the Offers if it believes that the applicant is restricted by law from applying for Extended Options or has otherwise failed to observe the laws of any relevant jurisdiction in making an application under the Offers.
2. APPLICATION FORM
The Offers as constituted by this Prospectus in electronic form is only available to persons receiving an electronic version of this Prospectus and relevant Application Form within Australia.
3. INVESTORS MUST SEEK ADVICE
Nothing contained on this website or in the Prospectus constitutes investment, legal, business, tax or other advice. In particular, the information on this website and in the Prospectus does not take into account your individual investment objectives, financial or taxation situation or particular needs. In making an investment decision, you must rely on your own examination of the Company, the Extended Options and the terms of the Offers, including the merits and risks involved. You should consult your accountant, financial adviser, stockbroker, lawyer, tax adviser or other independent and qualified professional adviser if you have any questions in relation to the Offers.
4. ACCEPTANCE OF CONDITIONS
By proceeding:
1) You acknowledge and agree to the above statements, and confirm that you are a resident of, and accessing the Prospectus from within, either Australia.
2) You confirm that you meet the eligibility criteria of the expected target market outlined in the Target Market Determination for the Offers.