Brain Resource LimitedUtilizing the world’s largest standardized database of neurological information to deliver healthcare benefits

Company Presentation

Placement and Share Purchase Plan

March 2017

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Disclaimer

• This presentation is issued by Brain Resource Limited (ASX: BRC) (“Brain Resource” or “the Company") and is general background information about the

Company’s activities current as at the date of this presentation. The information is given in summary form and does not purport to be complete.

• Brain Resource have made every effort to ensure that the information in this presentation is accurate. However, its accuracy, reliability or completeness

cannot be assured. To the maximum extent permitted by law, we and our associates, respective officers, employees and agents, do not accept any

liability for any error or omission or for any loss suffered as a result of others acting on the basis of the information contained in this document.

• In particular you are cautioned not to place undue reliance on any forward looking statements regarding our belief, intent or expectations with respect

to the Company’s businesses, market conditions and/or results of operations, as although due care has been used in the preparation of such

statements, actual results may vary in a material manner.

• These statements are based on an assessment of past and present economic and operating conditions, and on a number of assumptions regarding

future events and actions that, as at the date of this Prospectus, are expected to take place.

• Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and

other important factors, many of which are beyond the control of the Company, its Directors and management.

• Although the Company believes that the expectations reflected in the forward looking statements included in this presentation are reasonable, none of

the Company, its Directors or officers can give, or gives, any assurance that the results, performance or achievements expressed or implied by the

forward-looking statements contained in this document will actually occur or that the assumptions on which those statements are based will prove to

be correct or exhaustive beyond the date of its making. Investors are cautioned not to place undue reliance on these forward-looking statements.

Except to the extent required by law, the Company has no intention to update or revise forward-looking statements, or to publish prospective financial

information in the future, regardless of whether new information, future events or any other factors affect the information contained in this

presentation.

• The forward looking statements contained in this presentation are subject to various risk factors that could cause actual results to differ materially from

the results expressed or anticipated in these statements.

• Information in this presentation, including financial information, should not be considered as advice or a recommendation to investors or potential

investors in relation to holding, purchasing or selling securities. Before acting on any information you should consider the appropriateness of the

information having regard to these matters, any relevant offer document and in particular, you should seek independent financial advice.

For Information Only

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Placement and SPP

• Placement of A$1 million of which staff and Directors contributed 10%.

• Share Purchase Plan at A$0.08 per share (an 11.1% discount) to follow.

• Funds raised to be used to:

1. fund operations with a focus on growing revenues from the MBS business; and

2. source external expertise to assist in conducting a strategic review to:

i. determine the impact of convertible debt on ability to grow the equity value;

ii. assess the potential value of assets to a strategic acquirer in light of recent M&A activity in the sector; and

iii. understand the ability to source capital to fund future growth opportunities.

• The holders of convertible instruments have provided a partial waiver to the conversion price mechanism of their instruments in favour of the Company.

• With the waiver in place the instruments will convert, if not redeemed, at approximately A$0.19 per share subject to the total capital raised in this placement and SPP.

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Review

• An increasing number of businesses in the sector have recently undertaken corporate transactions or have raised growth equity to fund rapid expansion; for example:

• Castlight Health, Inc. (NYSE: CSLT) acquired Jiff, Inc in Jan 2017 for USD135m.

• Headspace Inc raised USD38m to fund its meditation and mindfulness business and WellTok Inc has raised USD169m to fund multiple acquisitions.

• Myriad Genetics, Inc. (NASDAQ:MYGN), acquired Assurex Health, a developer of genetic tests for psychotropic medicine selection, for USD225 million upfront with the potential for USD185 million in additional performance-based milestones.

• In light of recent corporate activity and based on the comparable valuations between BRC and its peers the Board considers a review of the Company’s commercialisation strategy and operations is required.

• The Board has also formed the view that a material change in operations is required to take advantage of the opportunities in the sector and leverage the interest shown in our products.

• To effect such a change the board will source external advice and is investigating various options to unlock the Company’s value for shareholders including M&A activity and a recapitalisation of the company to fund additional resources and growth.

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Share Purchase Plan

Event Date

Record Date to determine eligibility to participate in the SPP

7pm (Sydney time) on 29 March 2017

Documents mailed to Eligible Shareholders 4 April 2017

Offer opens 10am (Sydney time) on 5 April 2017

Offer closes 5pm (Sydney time) on 20 April 2017

Allotment Date 27 April 2017

Holding statements / confirmation advices sent to successful applicants

28 April 2017

Expected date for the commencement of trading in new Shares

1 May 2017

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THE COMPANY

Brain Resource Limited

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Overview

• Brain Resource Limited (ASX: BRC, OTC: BRRZY) (ADR 5: 1) is a San Francisco based Company listed on the Australian Stock Exchange (ASX) and is at the forefront of applying clinically validated brain assessment and brain training to improve behavioural health outcomes.

• The Company has developed the worlds most comprehensive standardized brain database and predictive analytics which serves as a platform technology for products that benefit the behavioural health sector. BRC has used this intellectual property to develop the following products:

1. MyBrainSolutions - a SaaS based online brain assessment, geared towards large employer groups, that decreases stress, increases resilience, and improves behavioural health (e.g. anxiety, addiction, depression, mental acuity, memory, focus) and which has been proven to reduce healthcare costs for employers and insurers (1)

2. WebNeuro – a clinical online assessment tool used by behavioural health professionals such as psychologists, addiction professionals, psychiatrists and neurologists to diagnose behavioural health issues such as depression, addiction and ADHD

3. iSPOT Diagnostics - cognitive and genomic tests in late stages of development which emanate from the world’s largest personalized medicine research study in mental health which identify responders and non responders to the market leading depression and ADHD medications.

• The Company is led from San Francisco, CA and employs 19 full time equivalents across offices in Sydney, Australia and the U.S.

1. An 800 person study independently conducted by a leading health statistics company demonstrate a USD 568 reduction in healthcare spending over a 12 month period

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Industry Overview

Mental and behavioural

Health is one of the top 5 costs to

the US health system

Mental illness short-term disability claims are growing by 10%

per year

Mental health disorders are

associated with increased occurrence

of chronic diseases (cardiovascular,

diabetes, obesity, asthma, epilepsy &

cancer)

More workers are absent from work

because of stress and anxiety than because of physical illness or

injuryDirect costs to employers are

estimated to be 100bn per year with

indirect costs to employers these

costs could be as high as 225 bn.

Healthcare spend on mental health

disorders is now exceeding USD 60 bn

per annum

Nearly 50 percent of U.S. adults will

develop at least one mental illness during

their lifetime

Education

+

Early Diagnosis

+

Treatment

=

Reduced Costs

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• BRID is the largest standardized brain database in the world

• USD40m in R&D has delivered 300,000+ datasets which are growing at approximately 15% per year

• 400+ users accessing data and using standard wellness assessments, Genomics, Cognition, EEG, MRI, DTI, fMRI & Clinical diagnosis

• Generated in excess of 300 publications

• Standardization of all data collection and analysis allows data to be efficiently collected anywhere in the world and analysed and databased centrally

• The standards were originally developed with input from many key opinion leaders in a range of disciplines

• Standardization and integration facilitates scale and empowers converging evidence• Predictive analytics drives a powerful product development platform

Brain Resource International Database (BRID)

100,000

150,000

200,000

250,000

300,000

350,000

Jun 12 Jun 13 Jun14 Jun 15 Jun-16

Total datasets in Database

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Products

1. MyBrainSolution (MBS)2. Clinical Assessment & Dashboard (WebNeuro)

3. iSPOT Diagnostic Tests

• Marketed • Marketed • Late stage development

• Scientifically validated online assessment, training & monitoring tools that improve mental health

• Decreases stress, improves cognitive performance, addiction and other behavourial health

• Scientifically validated online assessment used by clinicians

• Provides standardised testing to diagnose & monitor behavioural health issues e.g depression, ADHD & addiction

• Cognitive and genetic diagnostic tests for the treatment prediction outcome of first line drug treatments for behavioural disorders -Depression (D) and ADHD (A)

• Over 30 publications to date

• 35 US Employer groups• 5 blue chip intermediaries / channel

partners• 100+ Addiction clinics • Just launching direct to consumer via

AARP’s 40M members• Approved supplier to the leading US

Health Insurers

• 350 clinical users • 11 countries • 5 languages

• 1,800 depressed patients & 400 healthy controls.• Randomized to sertraline,

escitalopram, venlafaxine. • iSPOT-A 500 ADHD patients & 200

healthy controls• Patients on Methylphenidate

• 500,000 covered lives (current clients)• 240,000 total registrations to date• 155,000 assessments • 15 million game plays • 60-75% growth rate per year

• Av. 13,000 clinical reports annually

• Flat growth due to lack of sales distribution

• Depression Tests1. I SPOT- D Cognition2. I Spot D Genetic Tests

• ADHD Test3. I SPOT- A Cognition

To date BRID and the predictive analytics capability has been used to create the following products

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Revenue Model

1. MyBrainSolutions (MBS)2. Clinical Assessment & Dashboard (WebNeuro)

3. iSPOT Diagnostic Tests

• SaaS - user pay monthly fee of (approx.) USD $0.30 per employee per month (PEPM) with minimum contractual periods

• Clinicians pay (approx.) USD 25 per test or USD70 per user for dashboard and training

• Pay per use high gross margin• Possibility for reimbursement code

• Primarily intermediated sales

• HR benefits consultants

• White label (AARP and Sharecare]

• Direct sales

• Primarily psychologists and neurologists

• License; and or

• Direct sales

Employer groups • e.g. Boeing, Nike, Accenture

HR benefits Consultant • e.g. Mercer, Towers Watson

HR benefits aggregators • e.g. Kaiser, Aetna, Jiff, Welltok

Consumers

• Sales via 350 clinicians globally• Indirect potential access to many

thousands of clinicians through existing US distribution agreements for MBS with Aetna, Kaiser (18,000 clinicians directly employed) and Cerner.

• Cognitive tests can be administered online directly or via partners / licensors which could include health insurers

• Genetic tests likely to be distributed under license via an existing pathology or genetic testing company

FY15 FY16 1H FY17 FY15 FY16 1HFY17 In development

$692,499 $1,218,305 $823,101 $482,962 $601,885 $224,173

** AUD

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Market Opportunity - MyBrainSolutions

MBS is a highly validated brain assessment, training and monitoring tool

• MyBrainSolutions.com is a platform capable of improving behavioural health and performance including increased productivity and reduced absenteeism for employers; and reduced stress

• Reducing the costs of healthcare across a multitude of markets opportunities

Reduction in healthcare costs

• 800 person study conducted in conjunction with a leading health information company, demonstrated that the use of MBS game play and training correlated with a 39% reduction in prescriptions and nearly $600 in annual health cost savings per person.

Launch Markets

Employer Health Insurance

Addiction Clinics

Over 65’s

No. of Lives / Clinics

150,000,000 14,000 46,000,000

Annual Fee $3.60 $2,500.00* $25.00*

Recurring Revenue

Opportunity$ 540,000,000 $ 35,000,000 $ 1,150,000,000

% of total market - Recurring Revenue

1% $5,400,000 $350,000 $11,500,000

3% $16,200,000 $1,050,000 $34,500,000

5% $27,000,000 $1,750,000 $57,500,000

7% $37,800,000 $2,450,000 $80,500,000

*estimated annual fees

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Expanding our reach: Potential Market Opps

MBS can be used as a standalone or adjunct digital therapy for persons who have a high need for behaviour change

Behavioural Health is a $225B dollar problem in the US

Depression / Anxiety - approx 18% of US adult population (40m adults) suffer from anxiety and 3 to 5% of adults suffer depression (15.7m)

Sleep - approx 22m US adults suffer some form of sleep apnoea and will suffer cognitive deficits associated with sleep apnoea.

ADHD - The prevalence is predicted to be up to 7% of children under 18 yo; 5m children in the USA) and to date the beta ADHD site has approx. 6,000 (unpaid) users

Other health tech competitors take on average 2-3 years to

secure contracts with large health players such as Kaiser,

Aetna & HumanaAddiction - building on initial work with 15,000 users there are an estimated 17m untreated addicts in the USA with 3m per annum receiving treatment.

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BRC via its MyBrainSolutions product is a leading supplier of brain health content to Corporate Wellness Companies and Employee Assistance Programs (EAP)

• Adoption by and growing penetration of a quality customer base

• Strong sales pipeline

• Approved supplier status or selected offering with key intermediaries

• Boeing Suppler of the year award 2016

• Growing users and game play numbers

• Will benefit from mobile app development

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BRC via its MyBrainSolutions product has established an early but compelling presence in the addiction sector

• Early adoption by market leaders

• Strong clinical validation of product for treatment of addiction

• Need for improved business model in Addiction sector (i.e. management post clinic)

• Mobile apps will provide usage for patients beyond clinic

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Product Roadmap - MyBrainSolutions

PROJECTS Q1 2017 Q2 2017 Q3 2017 Q4 2017

Mobile v1.0

Web MVP

MBS Internal Tools

Analytics

Mobile v2.0

Web v1.0

Teams

Corporate Admin

Clinician Admin

Games to HTML5

• Mobile increases simplicity and adoption of use

• Mobile apps to drive game play and retention

• Crucial to move into consumer market

MyBrainSolutions is moving from a desktop application to a desktop and mobile application

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New MyBrainSolutions Mobile App

Brand new exercises and assessment components•Upgrading user experience to be fresh & current

•14 exercises and the entire short assessment are in progress to be completely updated. Games will be coded in PhaserJS and HTML5 for performance gains and cross-platform support.

Guided tracks - “30 Day Journeys”•We are addressing the feedback that users want guidance as to what games and exercises to pursue, depending on what area of brain health they want to improve.

•Journeys will be 30 Day Challenges, and users can choose from guided tracks, including Stress Reduction, Focus, Memory, Positivity, and Resilience.

Show progress•Ability to show the user their progress as they play games and exercises and complete 30 Day Journeys.

•We will create an “About You” user dashboard to show Brain Points, progress, etc.

For a future release…

More content – videos, articles, etc.•We will add more content to the mobile app, including videos and articles within each Journey, and smart notifications to keep users engaged daily.

18

Extension from desktop to mobile will increase game play, frequency of use and drive increased adoption

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Mobile UX

30 Day Journeys Profile

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Market Opportunity - WebNeuro

WebNeuro is a scientifically validated online assessment used to diagnose & monitor behavioural health issues

• A 30-minute web-based screening test that assesses the cognitive strengths and weaknesses of an individual compared with normal standards.

• Currently it is primarily used by psychologists and a range of clinicians to diagnose patients suffering from depression, ADHD and addiction

Provides standardised testing

• The test provides an instant report to the individual's clinician, detailing the individual's cognitive function and efficiency

• Standardised testing and measurement enables more accurate assessment and ongoing management of behavioural health issues.

Potential use• WebNeuro can be used as a diagnostic aid for the diagnosis and ongoing

monitoring of behavioural health issues:

• Depression - Globally, an estimated 350 million people of all ages suffer from depression. Depression is the leading cause of disability worldwide, and is a major contributor to the overall global burden of disease.

• ADHD - Attention Deficit Hyperactivity Disorder (ADHD) is one of the most commonly studied and diagnosed childhood-onset psychiatric disorders. With the prevalence predicted to be up to 7% of children under 18 yo and approximately 3.5% of adults. Furthermore the diagnosis in the USA has increased 43% in the last 8 years.

• Addiction - An estimated 23.5m Americans suffer from drug and alcohol addiction whilst an estimated 6.5m suffer from a gambling addiction.

Market Opportunity - Primary Markets

(Global) Depression ADHD Addiction

No. of Lives 350,000,000 12,000,000 60,000,000

Test Fee $25 $25 $25

Revenue Opportunity

$8.75 bn $0.3 bn $1.5 bn

% of total market - Revenue

0.50% $43,750,000 $1,500,000 $7,500,000

1.00% $87,500,000 $3,000,000 $15,000,000

1.50% $131,250,000 $4,500,000 $22,500,000

2.00% $175,000,000 $6,000,000 $30,000,000

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WebNeuro users in 13 countriesF

or p

erso

nal u

se o

nly

Market Opportunity - iSpot Diagnostics

The iSpot studies are assessing which brain and body markers can predict the right medication for the right person at the right time.

• “Is currently the largest personalized medicine research study in mental health” Psychiatric News, American Psychiatric Association.

• The launch products are a:1. Cognitive test for depression,2. Genetic test for depression; and 3. Cognitive test for ADHD

• Whilst the launch diagnostic products are designed to help personalize treatment (i.e. identify the most effective medication) in depression and ADHD the iSPOT platform can be used to develop tests for any brain instability and intervention.

iSPOT-D (Cognition test and Genetic test)• 1,800 depressed patients and 400 healthy controls.• Randomised to sertraline, escitalopram, venlafaxine (~30% of US market)

Cognition Test - Depression• This test provides predictions for two of the three drugs - who will or will not

respond to Sertraline and who will respond to Venlafaxine.• Provides recommendation for 50% of patients (validated PPVs >15%

improvement). Genetic Test - Cognition• Provides predictions for all three drugs above.• Provides recommendation for 100% of patients (unvalidated PPVs >80%

improvement).

iSPOT-A (Cognition test)• 500 ADHD patients and 200 healthy controls• Tested against Methylphenidate.

Cognition Test - ADHD• This test provides predictions for who will or will not respond to

Methylphenidate.

Market Opportunity - Initial Markets

USA onlyiSPOT-D

Depression iSPOT-A ADHD

No. of Lives 15,700,000 6,000,000

Est. Test Fee $100 $100

Revenue Opportunity

$1.57 bn $0.6 bn

% of total market - Non Recurring Revenue

1.00% $15,700,000 $6,000,000

2.00% $31,400,000 $12,000,000

5.00% $78,500,000 $30,000,000

10.00% $157,000,000 $60,000,000

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Product Roadmap - iSPOT Diagnostics

PROJECTS 2H 2017 1H2018 2H2018

iSPOT-D Cognition Test

FDA DeNovo filing

Distribution partner

Marketed

iSPOT-D Genetics Test

Validation analysis trial

FDA DeNovo filing

Distribution partner

Marketed

iSPOT–A Cognition Test

Replication of validation study

FDA DeNovo filing

• First cognitive test to seek FDA approval

• Launch genetic test is for ADHD but sample available to test for multiple indications

• Second cognitive test is for ADHD

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Corporate

As at December 2016 the Company has raised circaUSD45m to fund development of BRID, MBS,WebNeuro and the iSpot diagnostics portfolio

Capital

Source AUD USD at $0.72

Equity $29,689,478 $21,376,424

Convertible debt $10,000,000 $7,200,000

Convertible equity $4,000,000 $2,880,000

Non dilutive R & D funding

$18,000,000 $12,960,000

Total funds $61,689,478 $44,416,424

Shareholding

Shareholder Shares %

Och Ziff (Pre conv. of debt)

27,801,346 18.6%

5 x Fund managers 20,538,523 13.7%

Balance of Top 10 44,791,558 30.0%

Remaining Shareholders

56,364,527 37.7%

Total Shares 149,495,954 100.0%

The capital structure consists of approximately 150,000,000 shares on issue plus AUD10m (approx. USD7m) in convertible debt and AUD10m (approx. Usd 3m) in pref shares from Och Ziff

• Founders & management own circa 13%

• Top 10 shareholders own circa 62%

• Top 20 shareholders own approx 72%

The AUD10m in convertible bonds (exp. 14 June 2020). Interest is payable

• Yrs 1 and 2 at 0%,

• Yr 3 at 5%,

• Yr 4 at 7.5%

The AUD4m in convertible exchangeable pref sharescan convert into BRC shares or shares in JV company.

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Summary

Brain Resource Limited

Cognitive Assessment & Training (MBS & WebNeuro)

Corporate

Clinical (Addiction, Pain,

ADHD)

Consumer

Diagnostics

Cognitive (Depression &

ADHD)

Genetic (Depression)

BRID & Predictive Analytics

• World largest standardised brain database & predictive analytics is an unrivalled platform for behavourial health product development

• Validated Brain Assessment & Brain Training Products

• Used by > 35 leading US organisations, leading health insurers and benefits aggregators to improve performance and reduce the cost of behavourial health

• Early adoption in clinical setting for addiction & ADHD with multiple new clinical opportunities available

• High profile partnerships with ShareCare and AARP as their selected provider for Brain Health

• Extending user access from desktop to mobile will drive increased usage

• Personalising medicine through diagnostics

• Developing cognitive assessment to determine responders to 1st line therapeutics

• Developing genetic tests to determine responders to 1st

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