BABYLON PUMP & POWER LIMITED — Capital/Financing Update 2011

Sep 19, 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

IM
Medical
Limited (“ Company ”)

ABN

47
009
436
908

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 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)	Fully paid ordinary shares and free attaching options.
	Maximum shares 663,299,736 shares Maximum options 663,299,736 free attaching options.
	Fully paid ordinary shares Free attaching options exercise price $0.01 expiry on or before September 30, 2016

• See chapter 19 for defined terms.

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4 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 5 Issue price or consideration 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 8 Number and+class of all+securities quoted on ASX (_including_the securities in clause 2 if applicable)	Shares will rank equally with existing fully paid ordinary shares. Options –no. Options over unissued shares may only be exercised in accordance with their terms and conditions. Upon conversion of the options to shares, the shares will rank equally with existing shares.	Shares will rank equally with existing fully paid ordinary shares. Options –no. Options over unissued shares may only be exercised in accordance with their terms and conditions. Upon conversion of the options to shares, the shares will rank equally with existing shares.
	0.5 cents per Share. Options free attaching
	Funding to recapitalize the Company and provide working capital.
	7 November 2011
	Number	+Class
	773,849,692 757,863,689	Fully paid ordinary shares. Options

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9	Number and+class of all+securities
	not quoted on ASX (_including_the
	securities in clause 2 if applicable)

Number

+Class

22,845,603 options 69,935,559 options 60,000 options 60,000 options 60,000 options 52,000 options 59,891 options 100,000 options 112,000 options 112,000 options 18,100 options 30,800 options 120,000 options 56,000 options 40,000 options 80,000 options 80,000 options 40,000 options 60,000 options 160,000 options 80,000 options 80,000 options 80,000 options 80,000 options 80,000 options 80,000 options

$0.1750 lapse 12/8/13 $0.1250 lapse 12/8/13 $0.1395 lapse 18/2/13 $0.1395 lapse 3/3/13 $0.0945 lapse 25/3/13 $0.0990 lapse 13/4/13 $0.1485 lapse 24/11/11 $0.1350 lapse 23/1/12 $0.2925 lapse 30/4/12 $0.2385 lapse 30/4/12 $0.1890 lapse 26/8/12 $0.1620 lapse 29/9/12 $0.1665 lapse 2/11/12 $0.1665 lapse 7/10/12 $0.1400 lapse 2/12/12 $0.1395 lapse 7/12/12 $0.1350 lapse 5/1/13 $0.1350 lapse 14/1/13 $0.1755 lapse 22/1/13 $0.1755 lapse 29/1/13 $0.1170 lapse 3/5/13 $0.1040 lapse 11/5/13 $0.1105 lapse 19/5/13 $0.0925 lapse 26/5/13 $0.0910 lapse 3/6/13 $0.0915 lapse 21/6/13

10 Dividend policy (in the case of a trust, distribution policy) on the increased No
change. 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	yes
	non-renounceable
	6 Shares for every 1 Share held. 1 free attaching option for each new share issued.
	Ordinary Shares. Options
	28 September 2011

• See chapter 19 for defined terms.

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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		Yes	Yes
		Rounded Down
		UNITED ARAB EMIRATES
		CANADA
		SWITZERLAND
		GERMANY FEDERAL REPUBLIC
		UNITED KINGDOM
		HONG KONG
		ITALY
		JAPAN
		MALAYSIA
		PHILIPPINES
		PAPUA NEW GUINEA
		SINGAPORE
		THAILAND
		TAIWAN PROVINCE OF CHINA
		UKRAINE
		UNITED STATES OF AMERICA
		28 October 2011
		28 October 2011

• See chapter 19 for defined terms.

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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? 32 How do+security holders dispose of their entitlements (except by sale through a broker)?	N/A
	N/A
	Patersons Securities Limited
	Advisory fee $60,000 (excluding GST) Fee of 6% of gross amount raised under the offer
	Nil
	21 October 2011
	29 September 2011
	21 September 2011
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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33 +Despatch date

7
November
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.

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

• See chapter 19 for defined terms.

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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 noone 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: 20 September 2011 (Director/Company secretary)

Print name: Richard Wadley

== == == == ==

• See chapter 19 for defined terms.

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