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ANAGENICS LIMITED Capital/Financing Update 2017

Dec 18, 2017

64383_rns_2017-12-18_2c28b32e-fe25-42a9-b380-69c808eedae4.pdf

Capital/Financing Update

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ASX Announcement

Cleansing Statement

Notice under section 708A(5)(e) of the Corporations Act

SYDNEY, TUESDAY 19 DECEMBER 2017: Cellmid Limited (ASX: CDY) notifies, in accordance with section 708A(5)(e) of the Corporations Act, the details required under section 708A(6) in relation to the issue of securities.

Details of the securities issued:

Class of securities: Fully paid ordinary shares ASX Code of the securities: CDY Date of issue: 19 December 2017 Total number issued: 3,489,473 Issue price: $0.38 per share

An Appendix 3B for the above securities was given to the ASX today.

Cellmid advises that:

  • (a) the above securities were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

  • (b) as at the date of this notice, Cellmid has complied with the provisions of Chapter 2M, and section 674, of the Corporations Act as they apply to Cellmid; and

  • (c) as at the date of this notice, there is no information that is excluded information within the meaning of sections 708A(7) and 708A(8) of the Corporations Act, being information that:

  • (1) has been excluded from a continuous disclosure notice in accordance with the Listing Rules of ASX; and

  • (2) investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

    • (A) the assets and liabilities, financial position and performance, profits and losses and prospects of Cellmid; or

    • (B) the rights and liabilities attaching to the shares or generally to the ordinary shares in the capital of Cellmid.

Contact:

Mr Raymond Ting Company Secretary T +612 9221 6830

CELLMID LIMITED ACN 111 304 119 ASX I CDY Suite 1802, Level 18, 15 Castlereagh Street, Sydney NSW 2000 AUSTRALIA TELEPHONE +61 2 9221 6830 FACSIMILE +61 2 9221 8535 WEB www.cellmid.com.au

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Cellmid Limited

ABN

69 111 304 119

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 Fully Paid Ordinary Shares be issued 2 Number of[+] securities issued or 3,489,473 Ordinary Shares to be issued (if known) or maximum number which may be issued 3 Principal terms of the Shares - Terms as per as existing ordinary shares +securities (e.g. 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)

  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

Appendix 3B New issue announcement

4
Do the+securities rank equally
in all respects from the+issue
date 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
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
6a
Is the entity an+eligible entity
that
has
obtained
security
holder approval under rule 7.1A?
If Yes, complete sections 6b – 6h
in relation to the+securities the
subject of this Appendix 3B, and
comply with section 6i
6b
The date the security holder
resolution under rule 7.1A was
passed
6c
Number of+securities issued
without security holder approval
under rule 7.1
Yes
$0.38 Ordinary Shares
Ordinary Shares
Working capital for the Company’s US Expansion and
growth in Australia
No
  • See chapter 19 for defined terms.

Appendix 3B Page 2

04/03/2013

Appendix 3B New issue announcement

6d Number of[+] securities issued with security holder approval under rule 7.1A 6e Number of[+] securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued under an exception in rule 7.2 6g If[+] securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 19 December 2017 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 56,912,357 Ordinary Shares +securities quoted on ASX ( including the +securities in section 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the
+securities in
section 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
200,000
200,000
500,000
575,000
25,000
100,000
50,000
OPT 80c Exp 01.08.2018
OPT $1 Exp 01.08.2018
OPT $1.2 Exp 01.08.2018
OPT $1.2 Exp 19.11.2018
OPT 62c Exp 19.11.2018
OPT 60c Exp 31.10.2019
OPT 60c Exp01.07.2020
Unchanged

Part 2 - 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 offer
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
  • See chapter 19 for defined terms.

Appendix 3B Page 4

04/03/2013

Appendix 3B New issue announcement

19 Closing
date
for
receipt
of
acceptances or renunciations
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 offer documents 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?
  • See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

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

  • 33 +Issue date

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.

Appendix 3B Page 6

04/03/2013

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[+] issue date 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.

Appendix 3B Page 7

04/03/2013

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 is not available now, we 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:

==> picture [94 x 34] intentionally omitted <==

Date: 19 December 17

(Director/Company secretary)

Print name: Maria Halasz

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

04/03/2013

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1 Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insertnumber of fully paid+ordinary
securities on issue 12 months before the
+issue date or date of agreement to issue
53,193,351 (1,063,867,011)
Pre-consolidation number
Addthe following:
• Number of fully paid+ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid+ordinary securities
issued in that 12 month period with
shareholder approval
• Number of partly paid+ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
97,500 (1,950,000) Ordinary shares (Under
Employee Share Plan) Issued
Date:1/03/2017
103,704 (2,074,074
) Ordinary shares
(Under Employee Share Plan) Issued
Date:12/05/2017
50,000 (1,000,000*) Unlisted options (Under
Employee Share Plan) Issued
Date:16/11/2017
Subtractthe number of fully paid+ordinary
securities cancelled during that 12 month
period
200,000 (4,000,000*)
“A” 53,244,555 (1,064,891,085*)
  • See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 7,986,684 (159,733,663*)

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued 228,261 (4,565,218*) (Ordinary Shares or agreed to be issued in that 12 month issued on conversion of interest payable) period not counting those issued:

  • Under an exception in rule 7.2

  • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

Note:

  • This applies to equity securities, unless specifically excluded – not just ordinary securities

  • • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

  • • It may be useful to set out issues of securities on different dates as separate line items

  • “C” 228,261 (4,565,218*)

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1


placement capacity under rule 7.1
“A” x 0.15 7,986,684 (159,733,663*)
Note: number must be same as shown in
Step 2
Subtract“C” 228,261 (4,565,218*)
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C” 7,758,423 (155,168,445*)[Note: this is the
remaining placement capacity under rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 10

04/03/2013