ACTINOGEN MEDICAL LIMITED — Share Issue/Capital Change 2011

Mar 8, 2011

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

ACTINOGEN LIMITED

ABN

14 086 778 476

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	(i) Ordinary shares (further part allocation of Shortfall) (ii) Options (further part allocation of Shortfall)
	(i) Issued: further & final 732,000 shares (Cumulative total 9,563,253 shares issued - Maximum of 39,869,998 shares under Rights Issue) (ii) Issued: further & final 732,000 options (Cumulative total 9,563,253 options issued - Maximum of 39,869,998 options under Rights Issue)

• See chapter 19 for defined terms. RJG10/App3b(3).doc 24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

• 3 Principal terms of the[+] securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• (i) Fully Paid Ordinary shares

• (ii) Options exercisable at 20 cents each expiring 30 September 2015

• See chapter 19 for defined terms. RJG10/App3b(3).doc Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in (i) Ordinary shares will rank equally all respects from the date of with all existing fully paid allotment with an existing[+] class ordinary shares of quoted[+] securities? (ii) Options with different exercise If the additional securities do not price and exercise date to those issued previously do otherwise rank equally, please state: • the date from which they do rank equally with all existing • the extent to which they options

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration

(i) 8 cents (Raised a further $58,560 taking cumulative total raised to $765,060.24 of Maximum $3,189,599.84) (ii) Nil (One free option with every share subscribed for under the Rights Issue with entitlement being one share for each one held)

• See chapter 19 for defined terms. RJG10/App3b(3).doc 1/1/2003

Appendix 3B Page 3

Appendix 3B New issue announcement

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities into uncertificated holdings or despatch of certificates	The funds raised by the Rights Issue will be used to progress the Company’s development of : (1) a new method to produce Anacardic acid in pure form from an actinomycete: $1,300,000; (2) an actinomycete/bacterial system for the rapid digestion of papers and organic based plastics both aerobically and anaerobically: $550,000; (3) an antifungal bioactive molecule that is active against a brown rot of stone-fruit and a curly leaf fungus of stone fruit trees: $300,000; (4) active program in the discovery and isolation of soil actinomycetes from Western Australian soils producing new bacterial antibiotics, in particular against the Methicillin Resistant Staphylococcus Aureus (MRSA) and anti cancer agents: $850,000; (5) Working capital purposes: $148,114.34; and (6) To meet the costs of the Rights Issue: $41,485.50 TOTAL:$3,189,599.84
	9 March 2011

• See chapter 19 for defined terms. RJG10/App3b(3).doc Appendix 3B Page 4

24/10/2005

Appendix 3B New issue announcement

8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)	Number	+Class
	(i) Issued: 49,462,926 (ii) 34,305,000 (iii) Issued: 9,533,578	Ordinary Fully Paid Shares (Maximum shares: 79,739,996) Options exercisable at 50 cents each expiring 1 August 2012 Options exercisable at 20 cents each expiring 30 Sept 2015 (Maximum options: 39,869,998)

• See chapter 19 for defined terms. RJG10/App3b(3).doc 1/1/2003

Appendix 3B Page 5

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all Nil +securities not quoted on ASX ( including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a Not Applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	No
	Non-renounceable
	(i) 1 ordinary share for each share held (ii) 1 option for 1 right subscribed
	(i) Fully paid ordinary shares (ii) Option
	18 October 2010
	Not Applicable
	Not Applicable
	China - PRC (Hong Kong), Switzerland and Thailand
	3 December 2010 (Rights) and 3 March 2011 (Shortfallplacement)

• See chapter 19 for defined terms. RJG10/App3b(3).doc Appendix 3B Page 6

24/10/2005

Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance?	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	22 October 2010
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable

• See chapter 19 for defined terms. RJG10/App3b(3).doc 1/1/2003

Appendix 3B Page 7

Appendix 3B New issue announcement

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

Not Applicable

• 33 +Despatch date

9 March 2011

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms. RJG10/App3b(3).doc Appendix 3B Page 8

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms. RJG10/App3b(3).doc 1/1/2003

Appendix 3B Page 9

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 9[th] March 2011 Company secretary

Print name: Mark Killmier

== == == == ==

• See chapter 19 for defined terms. RJG10/App3b(3).doc Appendix 3B Page 10

1/1/2003