BABYLON PUMP & POWER LIMITED - Capital/Financing Update 2015

IM
MEDICAL
LTD ACN
009
436
908

PROSPECTUS

For
the
offer
of
up
to
550,000,000
Shares
to
Eligible
Shareholders
at
an
issue price
of
$0.001
each
(being
1,100,000,000
Shares
at
an
issue
price
of
$0.0005 each
on
a
pre-‐Consolidation
basis),
together
with
a
total
of
up
to 137,500,000
New
Options
(being
275,000,000
New
Options
on
a
pre-‐ Consolidation
basis),
on
the
basis
of
one
free
attaching
New
Option
for
every four
Shares
subscribed
for
pursuant
to
the
SPP
Offer

This
Prospectus
also
contains
the
Shortfall
Offer,
the
Underwriter
Share
Offer, the
Underwriter
Option
Offer,
the
Top-‐up
Placement
Offer
and
the
Prior Placement
Option
Offer
as
detailed
in
Sections
1.2
and
1.3
of
this
Prospectus

Completion
of
the
Offers
is
conditional
on
Shareholder
approval
of
the
Offers
being
obtained at
the
Company's
general
meeting
being
held
at
11am
AEST
on
Tuesday,
14
July
2015. THE
SPP
OFFER
CLOSES
AT
5.00PM
WST
ON
15
JULY
2015. VALID
APPLICATIONS
MUST
BE
RECEIVED
BEFORE
THAT
TIME. Please
read
the
instructions
in
this
Prospectus
and
on
the
accompanying
Application
Form
prior
to applying
for
Securities
under
any
of
the
Offers.

THIS
IS
AN
IMPORTANT
DOCUMENT
AND
REQUIRES
YOUR
IMMEDIATE
ATTENTION.
IT
SHOULD
BE READ
IN
ITS
ENTIRETY.

IF
YOU
ARE
IN
DOUBT
ABOUT
WHAT
TO
DO,
YOU
SHOULD
CONSULT
YOUR
PROFESSIONAL
ADVISER WITHOUT
DELAY.

THE
SECURITIES
OFFERED
BY
THIS
PROSPECTUS
ARE
OF
A
SPECULATIVE
NATURE.

**CORPORATE

DIRECTORY**

Directors

Mr
Nigel
Blaze
(Non
Exec.
Chairman) Mr
Richard
Wadley
(Non
Exec.
Director) Mr
Paul
Burton
(Non
Exec.
Director)

**Company

Secretary**

Mr
Richard
Wadley

**Registered

and
Corporate
Office**

Level
40,
140
William
Street, Melbourne
VIC
3000, Australia Telephone: (03)
9607
8280

**Share

Registry**

Security
Transfer
Registrars 770
Canning
Highway, Applecross
WA
6153, Australia

Telephone: (08)
9315
2333 International:
+618
9315
2333 Facsimile: (08)
9315
2233

**Stock

Exchange
Listing**

Australian
Securities
Exchange ASX
Code
for
Shares:
IMI

Underwriter

Patersons
Securities
Limited Level
23,
2
The
Esplanade Perth
WA
6000 Australia

**Solicitors

to
the
Company**

GTP
Legal Level
1,
28
Ord
Street West
Perth
WA
6005 Australia


Section	Description	Page No
	Important Notices	3
	Proposed Timetable	4

1 2	Details of the Offers Action required by Shareholders	5 14
3	Risk Factors	16
4	Effect of the Offers	20
5	Additional Information	22
6	Authorisation	36
7	Glossary of Terms	36

**IMPORTANT

NOTICES**

This
Prospectus
is
dated
11
June
2015
and
was
lodged
with
ASIC
on
that
date.
ASIC
and
ASX
take
no responsibility
for
the
contents
of
this
Prospectus.

No
Securities
will
be
issued
on
the
basis
of
this
Prospectus
any
later
than
13
months
after
the
date
of this
Prospectus,
being
the
expiry
date
of
this
Prospectus.

A
copy
of
this
Prospectus
is
available
for
inspection
at
the
registered
office
of
the
Company
at
Level
40, 140
William
Street,
Melbourne
VIC
3000,
Australia,
during
normal
business
hours.
The
Company
will provide
a
copy
of
this
Prospectus
to
any
person
on
request.
The
Company
will
also
provide
copies
of other
documents
on
request
(see
Section
5.5).

The
Company
will
apply
to
ASX
within
seven
days
of
the
date
of
this
Prospectus
for
Official
Quotation
by ASX
of
the
Shares
and
New
Options
offered
by
this
Prospectus.

The
Securities
offered
by
this
Prospectus
should
be
considered
speculative.
Please
refer
to
Section
3
for details
relating
to
investment
risks.

Applications
for
Securities
pursuant
to
the
SPP
Offer
can
only
be
made
on
an
original
SPP
Offer Application
Form
sent
with
this
Prospectus.
The
SPP
Offer
Application
Form
sets
out
the
parcels
of Securities
that
an
Eligible
Shareholder
is
entitled
to
apply
for
under
the
SPP
Offer.

Applications
for
Securities
pursuant
to
the
Top-‐up
Placement
can
only
be
made
on
an
original personalised
Top-‐up
Placement
Application
Form
sent
with
this
Prospectus.

No
person
is
authorised
to
give
any
information
or
to
make
any
representation
in
connection
with
the Offers
which
is
not
contained
in
this
Prospectus.
Any
information
or
representation
not
so
contained may
not
be
relied
on
as
having
been
authorised
by
the
Company
in
connection
with
the
Offers.

No
action
has
been
taken
to
permit
the
offer
of
Securities
under
this
Prospectus
in
any
jurisdiction
other than
Australia
or
New
Zealand.

The
distribution
of
this
Prospectus
in
jurisdictions
outside
Australia
or
New
Zealand
may
be
restricted
by law
and
therefore
persons
into
whose
possession
this
document
comes
should
seek
advice
on
and observe
any
such
restrictions.
Any
failure
to
comply
with
these
restrictions
may
constitute
a
violation
of those
laws.
This
Prospectus
does
not
constitute
an
offer
of
Securities
in
any
jurisdiction
where,
or
to
any person
to
whom,
it
would
be
unlawful
to
issue
this
Prospectus.

**PROPOSED

TIMETABLE**

PROPOSED TIMETABLE
Record Date	29 May 2015
Lodgement of Prospectus with ASIC and ASX	11 June 2015
Prospectus and Application Form sent to Eligible Shareholders	12 June 2015
Opening Date for the SPP Offer	12 June 2015
Shareholder Meeting to approve the Offers and the Consolidation	14 July 2015
Following shareholder approval Company announces shareholder approval of the Consolidation	14 July 2015
Closing Date for the SPP Offer*	15 July 2015
Last day for trading pre-Consolidation Securities (note this will not apply to Securities to be issued under this Prospectus, as they will be issued at a later date)	15 July 2015
Trading in post-Consolidation Securities commences on a deferred settlement basis (note this will not apply to Securities to be issued under this Prospectus, as they will be issued at a later date)	16 July 2015
Record Date for the Consolidation Last day to register transfers on a pre-Consolidation basis (note this will not apply to Securities to be issued under this Prospectus, as they will be issued at a later date)	20 July 2015
First day to register transfers on a post-Consolidation basis (note this will not apply to Securities to be issued under this Prospectus, as they will be issued at a later date)	21 July 2015
Anticipated date for the issue of the Securities pursuant to the Offers and announcement of take up and any scale back under the SPP Offer**	22 July 2015
Anticipated date on which holding statements are sent to Shareholders**	24 July 2015
Latest date for Company to send notice to each Security holder of pre and post Consolidation holdings	27 July 2015

Subject
to
the
Listing
Rules,
the
Directors
reserve
the
right
to
extend
the
Closing
Date
for
the
SPP Offer.
Any
extension
of
the
Closing
Date
will
have
a
consequential
effect
on
the
anticipated
date
for issue
of
the
Securities.

**
Indicative
date
only.

**1. Details

of
the
Offers**

**1.1 The

SPP
Offer**

The
Company
is
making
offers
pursuant
to
this
Prospectus
of
up
to
550,000,000
Shares
and 137,500,000
New
Options
(being
1,100,000,000
Shares
and
275,000,000
New
Options
on
a pre-‐Consolidation
basis)
to
Eligible
Shareholders,
up
to
a
maximum
value
of
$15,000.00
per Eligible
Shareholder,
pursuant
to
a
fully
underwritten
share
purchase
plan
( SPP
Offer ).

The
SPP
Offer
will
raise
up
to
a
maximum
of
$550,000
in
total
and
Eligible
Shareholders
may participate
by
applying
for
parcels
of
Shares
at
an
issue
price
of
$0.001
each
(being
an
issue price
of
$0.0005
each
on
a
pre-‐Consolidation
basis),
together
with
one
free
attaching
New Option
for
every
four
Shares
subscribed
for
under
the
SPP
Offer,
exercisable
at
$0.002
(being $0.001
on
a
pre-‐Consolidation
basis)
on
or
before
31
March
2019.

Completion
of
the
SPP
Offer
is
conditional
on
Shareholder
approval
of
the
Offers
being obtained
at
the
Company's
general
meeting
being
held
at
11am
AEST
on
Tuesday,
14
July
2015 ( Shareholder
Meeting ).

Further
information
on
parcel
sizes
you
may
apply
for
and
how
to
apply
is
set
out
in Sections
1.9,
1.12(a)
and
2.1.

Participation
in
the
SPP
Offer
is
optional
and
is
subject
to
the
terms
and
conditions
in
this Prospectus.

Refer
to
Section
5.1
for
a
summary
of
the
rights
attaching
to
the
Shares
and
Section
5.2
for
the terms
and
conditions
of
the
New
Options.

**1.2 Shortfall

Offer**

In
the
event
that
not
all
Eligible
Shareholders
accept
their
full
entitlement
pursuant
to
the
SPP Offer,
the
Underwriter
will
subscribe
for
the
Shortfall
pursuant
to
the
terms
of
the Underwriting
Agreement
( Shortfall
Offer ).

Under
the
Shortfall
Offer,
the
Underwriter
(and
the
sub-‐underwriters)
will
subscribe
for
the Shortfall
Shares
at
an
issue
price
of
$0.001
per
Shortfall
Share
(being
an
issue
price
of
$0.0005 each
on
a
pre-‐Consolidation
basis),
together
with
one
free
attaching
New
Option
for
every
four Shares
subscribed
for
under
the
SPP
Offer,
exercisable
at
$0.002
(being
$0.001
on
a
pre-‐ Consolidation
basis)
on
or
before
31
March
2019,
which
is
the
issue
price
at
which
the
SPP Offer
has
been
made
to
Eligible
Shareholders.

Completion
of
the
Shortfall
Offer
is
conditional
on
Shareholder
approval
of
the
Offers
being obtained
at
the
Shareholder
Meeting.

**1.3 The

Other
Offers**

The
Company
is
also
making
offers
pursuant
to
this
Prospectus
of:

(a) Up
to
62,500,000
Shares
(being
125,000,000
Shares
on
a
pre-‐Consolidation
basis)
for nil
cash
consideration
to
the
Underwriter,
as
the
management
fee
payable
to Patersons
pursuant
to
the
Underwriting
Agreement
( Underwriter
Share
Offer ).
(b) Up
to
275,000,000
New
Options
(being
550,000,000
New
Options
on
a
pre-‐ Consolidation
basis)
to
the
Underwriter
and
the
Sub-‐underwriters
of
the
SPP
Offer

for
nil
cash
consideration,
on
the
basis
of
one
New
Option
for
every
two
Shares
sub-‐ underwritten
under
the
SPP
Offer
( Underwriter
Option
Offer ).

(c) Up
to
200,000,000
Shares
and
50,000,000
New
Options
(being
400,000,000
Shares and
100,000,000
New
Options
on
a
pre-‐Consolidation
basis)
to
the
Underwriter
or
its nominees
(the Top-‐up
Placement
Offer ).
The
Top-‐up
Placement
will
raise
up
to
a maximum
of
$200,000
in
total
at
an
issue
price
of
$0.001
each
(being
an
issue
price of
$0.0005
each
on
a
pre-‐Consolidation
basis),
together
with
one
free
attaching
New Option
(exercisable
at
$0.002
(being
$0.001
on
a
pre-‐Consolidation
basis)
on
or before
31
March
2019)
for
every
four
Shares
subscribed
for
under
the
Top-‐up Placement
Offer.
The
Top-‐up
Placement
Offer
is
not
underwritten.
(d) Up
to
62,000,000
New
Options
(being
124,000,000
New
Options
on
a
pre-‐ Consolidation
basis)
for
nil
cash
consideration,
on
the
basis
of
one
New
Option
for every
two
Shares
subscribed
for
under
the
Prior
Placement
(being
one
for
every Share
subscribed
for
under
the
Prior
Placement
on
a
pre-‐Consolidation
basis)
( Prior Placement
Option
Offer ).

The
Underwriter
Share
Offer,
the
Underwriter
Option
Offer
and
the
Top-‐up
Placement
Offer under
this
Prospectus
are
made
only
to
the
Underwriter
or
its
nominees
(including
sub-‐ underwriters
of
the
SPP
Offer).

The
Prior
Placement
Option
Offer
under
this
Prospectus
is
made
only
to
the
persons
who participated
in
the
Prior
Placement
( Prior
Placement
Participants ).

Depending
on
the
context,
the
SPP
Offer,
the
Shortfall
Offer,
the
Underwriter
Share
Offer,
the Underwriter
Option
Offer,
the
Top-‐up
Placement
Offer
and
the
Prior
Placement
Option
Offer shall
together,
or
separately,
be
called
the
" Offer "
or
" Offers "
as
applicable.

Completion
of
the
Offers
is
conditional
on
Shareholder
approval
of
the
Offers
being
obtained at
the
Shareholder
Meeting.

Further
information
on
how
to
apply
is
set
out
in
Sections
1.12(b)
to
1.12(d).

Participation
in
the
Offers
is
optional
and
is
subject
to
the
terms
and
conditions
in
this Prospectus.

Refer
to
Section
5.1
for
a
summary
of
the
rights
attaching
to
the
Shares
and
Section
5.2
for
the terms
and
conditions
of
the
New
Options.

1.4 **Consolidation

of
share
capital**

Unless
otherwise
stated,
all
references
to
securities
of
the
Company
as
set
out
in
this Prospectus
are
on
the
basis
that
the
Consolidation
of
the
Company's
issued
capital
on
a
ratio of
1:2
(which
is
proposed
for
Shareholder
approval
at
the
Shareholder
Meeting)
has
been implemented.

1.5 **Purpose

of
the
Offers**

As
outlined
in
Sections
1.1
and
1.2
above,
the
Company
proposes
to
raise
up
to
$550,000 through
the
SPP
Offer
and
up
to
$200,000
through
the
Top-‐up
Placement
Offer.

Completion
of
both
the
SPP
Offer
and
the
Top-‐up
Placement
Offer
is
conditional
on Shareholder
approval
of
the
Offers
being
obtained
at
the
Shareholder
Meeting.

This
Prospectus
has
been
issued
to
make
the
SPP
Offer.
This
Prospectus
has
also
been
issued to
facilitate
secondary
trading
of
the
Shares
and
New
Options
to
be
issued
under
the
Offers and
the
Shares
to
be
issued
upon
exercise
of
the
New
Options.
Issuing
the
New
Options
under this
Prospectus
will
enable
persons
who
are
issued
the
New
Options
to
on-‐sell
the
Shares issued
on
exercise
of
the
New
Options
pursuant
to
ASIC
Class
Order
C04/671.

Accordingly,
the
purpose
of
this
Prospectus
is
to:

(a) make
the
SPP
Offer;
(b) ensure
that
the
on-‐sale
of
the
Shares
and
New
Options
to
be
issued
under
the
Offers is
in
accordance
with
the
Corporations
Act;
and
(c) ensure
that
the
on-‐sale
of
the
underlying
securities
to
be
issued
upon
exercise
of
the New
Options
is
in
accordance
with
ASIC
Class
Order
C04/671.

1.6 **Use

of
Company
Funds**

Completion
of
the
issue
of
Securities
offered
by
this
Prospectus
will
result
in
an
increase
in
the cash
on hand
of
up
to
approximately
$750,000
(before
payment
of
Offer
costs).

The
total
funds
of
the
Company,
including
the
funds
raised
under
the
SPP
Offer
and
Top-‐up Placement
Offer,
are
proposed
to
be
expended
as
follows:

Description	A$
1. Cash as at 31 March 2015	$120,000
2. Funds raised under the SPP Offer (before costs of the SPP Offer)	550,000
3. Funds raised pursuant to Top-up Placement Offer (before costs of the Top-up Placement Offer)	200,000(1)
Total cash as at the date of this Prospectus and funds raised under the SPP Offer and the Top-up Placement Offer	$870,000
1. Repayment of Convertible Loans and associated fees and interest	$385,890
2. Working Capital and Administration	$401,610(1)
3. Costs of SPP Offer and Top-up Placement Offer	$82,500(2)
Total use of funds	$870,000

(1)
This
amount
will
be
reduced
if
the
maximum
amount
is
not
raised
under
the
Top-‐up
Placement.

(2)
This
amount
only
includes
payments
to
be
made
in
cash.
See
Section
5.10
for
more
details.
Pursuant
to
the terms
of
the
Underwriting
Agreement,
the
Underwriter
is
also
entitled
to
be:

(a) issued
62,500,000
Shares
(being
125,000,000
Shares
on
a
pre-‐Consolidation
basis)
subject
to:
(i) Shareholder
approval
which
will
be
sought
at
the
Shareholder
Meeting;
and

(ii) completion
of
the
SPP
Offer
and
the
Top-‐up
Placement
Offer,

(being
the
Shares
the
subject
of
the
Underwriter
Share
Offer);
and

(b) granted
to
itself
or
its
nominees
up
to
275,000,000
New
Options
(being
550,000,000
New
Options
on
a pre-‐Consolidation
basis)
under
the
Underwriter
Option
Offer.

No
funds
will
be
raised
from
the
Underwriter
Share
Offer,
the
Underwriter
Option
Offer
or
the Prior
Placement
Option
Offer.

Actual
expenditure
may
differ
significantly
from
the
above
estimates
due
to
a
number
of factors
including
market
conditions,
the
amount
raised
under
the
Top-‐up
Placement
Offer,
the development
of
new
opportunities
and
other
factors
(including
the
risk
factors
outlined
in Section
3).

Unallocated
working
capital
may
be
utilised
by
the
Company
to
pay
for
cost
overruns
in development
of
new
opportunities
and
in
the
administration
of
the
Company.

1.7 **Opening

and
Closing
Dates**

The
Company
will
accept
Application
Forms
from
the
Opening
Date,
being
12
June
2015,
until 5.00pm
WST
on
the
Closing
Date,
being
15
July
2015
or
such
other
date
as
the
Directors
in their
absolute
discretion
shall
determine,
subject
to
the
requirements
of
the
Listing
Rules.

1.8 **Shareholder

Eligibility
to
participate
in
SPP
Offer**

Participation
in
the
SPP
Offer
is
open
to
each
person
registered
as
a
holder
of
Shares
on
the Record
Date,
being
29
May
2015,
who
has
a
registered
address
in
Australia
or
New
Zealand ( Eligible
Shareholders ).

Trustees
and
nominees
are
able
to
apply
for
one
maximum
parcel
of
Securities
under
the
SPP Offer
for
each
beneficiary.

**1.9 Parcels

of
Securities**

Regardless
of
the
number
of
Shares
currently
owned,
Eligible
Shareholders
are
entitled
to apply
for
a
parcel
of
Securities
in
the
Company
valued
at:

(a) $1,000
(1,000,000
Shares
and
250,000
New
Options
(being
2,000,000
Shares
and 500,000
New
Options
on
a
pre-‐Consolidation
basis));
(b) $2,000
(2,000,000
Shares
and
500,000
New
Options
(being
4,000,000
Shares
and 1,000,000
New
Options
on
a
pre-‐Consolidation
basis));
(c) $5,000
(5,000,000
Shares
and
1,250,000
New
Options
(being
10,000,000
Shares
and 2,500,000
New
Options
on
a
pre-‐Consolidation
basis));
(d) $10,000
(10,000,000
Shares
and
2,500,000
New
Options
(being
20,000,000
Shares and
5,000,000
New
Options
on
a
pre-‐Consolidation
basis));
or
(e) $15,000
(15,000,000
Shares
and
3,750,000
New
Options
(being
30,000,000
Shares and
7,500,000
New
Options
on
a
pre-‐Consolidation
basis)).

Each
Eligible
Shareholder
may
only
apply
for
one
of
these
parcels.

**1.10 Scale

Back**

The
Company
does
not
intend
to
issue
more
than
550,000,000
Shares
and
137,500,000 attaching
New
Options
(being
1,100,000,000
Shares
and
275,000,000
attaching
New
Options on
a
pre-‐Consolidation
basis)
under
the
SPP
Offer.
If
Applications
for
more
than
550,000,000 Shares
and
137,500,000
attaching
New
Options
are
received,
the
Company
may,
in
its
absolute discretion,
undertake
a
scale-‐back
to
the
extent
and
in
the
manner
it
sees
fit
and
a
shareholder may
be
issued
a
lesser
number
of
Shares
than
applied
for.

The
Company
intends
to
scale-‐back
oversubscriptions
on
a
first-‐come
first-‐served
basis.
Any scale-‐back
will
be
announced
on
22
July
2015.
If
the
Company
scales-‐back
an
application
or purported
application,
the
Company
will
promptly
return
the
relevant
application
monies
to the
shareholder,
without
interest.

1.11 **Underwriting

of
SPP
Offer**

The
SPP
Offer
is
fully
underwritten
by
Patersons
Securities
Limited
(the Underwriter )
on
the terms
of
the
underwriting
agreement
entered
into
between
the
Company
and
the
Underwriter ( Underwriting
Agreement ).
A
summary
of
the
Underwriting
Agreement
is
set
out
in Section
5.3.
Subject
to
Shareholder
approval
of
the
Offers
being
obtained
at
the
Shareholder Meeting,
any
shortfall
from
the
SPP
Offer
will
be
issued
to
the
Underwriter
or
sub-‐ underwriters
nominated
by
the
Underwriter.

The
Top-‐up
Placement
Offer
is
not
underwritten.

**1.12 How

to
apply**

(a) **SPP

Offer**

Subject
to
any
scale
back
in
accordance
with
Section
1.10,
acceptance
of
a
completed
the general
application
form
accompanying
this
Prospectus
( SPP
Offer
Application
Form )
or
BPAY payment
by
the
Company
creates
a
legally
binding
contract
between
the
Applicant
and
the Company
for
the
number
of
Securities
applied
for.
The
SPP
Offer
Application
Form
does
not need
to
be
signed
to
be
a
binding
acceptance
of
Securities.

Applications
and
payments
may
not
be
withdrawn
once
the
Company
has
received
them. Oversubscriptions
or
refunds
of
other
Application
Monies
in
any
circumstances
will
be
without interest.

If
the
SPP
Offer
Application
Form
is
not
completed
correctly
it
may
still
be
treated
as
valid.
The Directors’
decision
as
to
whether
to
treat
the
acceptance
of
an
SPP
Offer
Application
Form
as valid
and
how
to
construe,
amend
or
complete
the
Application
Form,
is
final.

Applications
will
not
be
accepted
after
the
Closing
Date.

The
Company
reserves
the
right
to
reject
any
Application
where
it
believes
there
is
non-‐ compliance
with
any
terms
or
conditions
of
the
SPP
Offer.

By
applying
for
Securities
under
the
SPP
Offer,
you
will
have
agreed
to
be
bound
by
the
terms and
conditions
of
the
SPP
Offer
as
set
out
in
this
Prospectus.

(b) **Top-‐up

Placement
Offer**

The
Top-‐up
Placement
Offer
is
an
offer
only
to
the
Underwriter
or
its
nominees
(including
the Sub-‐underwriters
who
sub-‐underwrite
the
SPP
Offer).
Only
the
Underwriter
or
its
nominees may
apply
for
Securities
under
the
Top-‐up
Placement
Offer.

Offers
under
the
Top-‐up
Placement
Offer
may
be
made
for
a
period
of
30
days
after
the Closing
Date
of
the
SPP
Offer.
A
personalised
Application
Form
will
be
issued
to
the Underwriter
and
each
of
its
nominees
together
with
a
copy
of
this
Prospectus.
The
number
of Shares
and
attaching
New
Options
to
be
offered
to
the
Underwriter
and
each
of
its
nominees will
be
outlined
in
the
personalised
Application
Form
provided
by
the
Company.
The
Company will
only
provide
personalised
Application
Forms
in
relation
to
the
Top-‐up
Placement
Offer
to the
persons
entitled
to
participate
in
that
Offer.

In
order
to
apply
for
the
grant
of
Shares
and
attaching
New
Options
under
the
Top-‐up Placement
Offer
you
must
complete
and
return
the
personalised
Application
Form
provided
to you
to
the
Company,
together
with
a
cheque
for
the
Application
Monies
or
a
payment
to
the bank
account
advised
by
the
Company
by
the
time
and
date
advised
by
the
Company.

(c) **Underwriter

Share
Offer
and
Underwriter
Option
Offer**

Each
of
the
Underwriter
Share
Offer
and
the
Underwriter
Option
Offer
is
an
offer
only
to
the Underwriter
or
its
nominees
(including
the
Sub-‐underwriters
who
sub-‐underwrite
the
SPP Offer).
Only
the
Underwriter
or
its
nominees
may
apply
for
Securities
under
the
Underwriter Share
Offer
and
the
Underwriter
Option
Offer.

A
personalised
Application
Form
will
be
issued
to
the
Underwriter
and
each
of
its
nominees together
with
a
copy
of
this
Prospectus.
The
number
of
Shares
and/or
New
Options
(as applicable)
to
be
offered
to
the
Underwriter
and
each
of
its
nominees
will
be
outlined
in
the personalised
Application
Form
provided
by
the
Company.
The
Company
will
only
provide personalised
Application
Forms
in
relation
to
the
Underwriter
Share
Offer
and
the
Underwriter Option
Offer
to
the
persons
entitled
to
participate
in
those
Offers.

In
order
to
apply
for
the
grant
of
Shares
and/or
New
Options
(as
applicable)
under
either
the Underwriter
Share
Offer
and
the
Underwriter
Option
Offer
you
must
complete
and
return
the personalised
Application
Form
provided
to
you
to
the
Company
by
the
time
and
date
advised by
the
Company.

(d) **Prior

Placement
Option
Offer**

The
Prior
Placement
Option
Offer
is
an
offer
only
to
the
Prior
Placement
Participants.
Only
the Prior
Placement
Participants
may
apply
for
New
Options
under
the
Prior
Placement
Option Offer.

A
personalised
Application
Form
will
be
issued
to
the
Prior
Placement
Participants
together with
a
copy
of
this
Prospectus.
The
number
of
New
Options
to
be
offered
to
you
will
be outlined
in
the
personalised
Application
Form
provided
by
the
Company.
The
Company
will only
provide
personalised
Application
Forms
in
relation
to
the
Prior
Placement
Option
Offer
to the
persons
entitled
to
participate
in
that
Offer.

In
order
to
apply
for
the
grant
of
New
Options
under
the
Prior
Placement
Option
Offer
you must
complete
and
return
the
personalised
Application
Form
provided
to
you
to
the
Company by
the
time
and
date
advised
by
the
Company.

1.13 Issue

All
Securities
offered
by
this
Prospectus
are
expected
to
be
issued,
and
security
holder statements
sent,
on
or
before
the
date
specified
in
the
timetable.

It
is
the
responsibility
of
Applicants
to
determine
their
allocation
prior
to
trading
in
the Securities.
Applicants
who
sell
Securities
before
they
receive
their
holding
statements
will
do so
at
their
own
risk.

1.14 **Application

Monies**

All
Application
Monies
received
for
the
Securities
under
the
SPP
Offer,
the
Shortfall
Offer
and the
Top-‐up
Placement
Offer
will
be
held
in
trust
in
a
bank
account
maintained
solely
for
the purpose
of
depositing
Application
Monies
received
pursuant
to
the
SPP
Offer,
the
Shortfall Offer
and
the
Top-‐up
Placement
Offer
under
this
Prospectus
until
the
Securities
are
issued.
All Application
Monies
will
be
returned
(without
interest)
if
the
Securities
are
not
issued.
In particular,
if
Shareholder
approval
of
the
Offers
is
not
obtained,
all
Application
Monies
will
be returned
(without
interest).

The
Shares
under
the
Underwriter
Share
Offer
are
being
issued
to
the
Underwriter
as
payment for
services
provided
by
the
Underwriter,
and
the
New
Options
under
the
Underwriter
Option Offer
and
the
Prior
Placement
Option
Offer
are
being
granted
as
free
attaching
Options
to
the Underwriter,
its
nominees
and
the
Prior
Placement
Participants,
so
no
application
monies
are required
to
be
paid
to
subscribe
for
Shares
pursuant
to
the
Underwriter
Share
Offer
or
New Options
pursuant
to
the
Underwriter
Option
Offer
and
the
Prior
Placement
Option
Offer. Accordingly,
no
funds
will
be
raised
by
the
Underwriter
Share
Offer,
the
Underwriter
Option Offer
or
the
Prior
Placement
Option
Offer.

1.15 **ASX

quotation**

Application
will
be
made
to
ASX
no
later
than
seven
days
after
the
date
of
this
Prospectus
for the
Official
Quotation
of
the
Shares
and
New
Options
offered
under
the
Offers.
If
permission is
not
granted
by
ASX
for
the
Official
Quotation
of
the
Shares
and
New
Options
offered
by
this Prospectus
within
three
months
after
the
date
of
this
Prospectus
(or
such
period
as
ASX allows),
the
Company
will
repay,
as
soon
as
practicable,
without
interest,
all
Application Monies
received
pursuant
to
this
Prospectus.

1.16 CHESS

The
Company
participates
in
the
Clearing
House
Electronic
Subregister
System,
known
as CHESS.
ASTC,
a
wholly
owned
subsidiary
of
ASX,
operates
CHESS
in
accordance
with
the
Listing Rules
and
Securities
Clearing
House
Business
Rules.

Under
CHESS,
Applicants
will
not
receive
a
certificate
but
will
receive
a
statement
of
their holding
of
Shares.

If
you
are
broker
sponsored,
ASTC
will
send
you
a
CHESS
statement.

The
CHESS
statement
will
set
out
the
number
of
Shares
issued
under
this
Prospectus,
provide details
of
your
holder
identification
number,
the
participant
identification
number
of
the sponsor
and
the
terms
and
conditions
applicable
to
the
Shares.

If
you
are
registered
on
the
Issuer
Sponsored
subregister,
your
statement
will
be
dispatched
by Security
Transfer
Registrars
and
will
contain
the
number
of
Shares
issued
to
you
under
this Prospectus
and
your
security
holder
reference
number.

A
CHESS
statement
or
Issuer
Sponsored
statement
will
routinely
be
sent
to
Shareholders
at
the end
of
any
calendar
month
during
which
the
balance
of
their
Securityholding
changes. Shareholders
may
request
a
statement
at
any
other
time,
however
a
charge
may
be
made
for additional
statements.

1.17 **Overseas

Shareholders**

Due
to
foreign
security
laws,
it
is
not
practical
for
Shareholders
whose
registered
address
is outside
Australia
or
New
Zealand
to
participate
under
the
SPP
Offer.

The
Prospectus
does
not
constitute
an
offer
in
any
place
in
which,
or
to
any
person
to
whom,
it would
not
be
lawful
to
make
such
an
offer
other
than
for
Shareholders
in
Australia
and
New Zealand.
The
Company
is
not
required
to
make
offers
under
the
Prospectus
to
Shareholders other
than
in
Australia
and
New
Zealand.
Where
the
Prospectus
has
been
sent
to Shareholders
domiciled
outside
Australia
or
New
Zealand
and
where
the
country's
securities code
or
legislation
prohibits
or
restricts
in
any
way
the
making
of
the
offers
contemplated
by the
Prospectus,
the
Prospectus
is
provided
for
information
purposes
only.

The
SPP
Offer
is
being
made
in
New
Zealand
in
reliance
on
the
New
Zealand
Securities
Act (Overseas
Companies)
Exemption
Notice
2013.
This
document
is
not
a
prospectus
or investment
statement
under
New
Zealand
law
and
has
not
been
registered
or
filed
with,
or approved
by,
any
New
Zealand
regulatory
authority
under
or
in
accordance
with
the
New Zealand
Securities
Act
1978
or
any
other
relevant
law
in
New
Zealand.
This
document
may
not contain
all
the
information
that
an
investment
statement,
or
a
prospectus
under
New
Zealand law
is
required
to
contain.

**1.18 Modification

and
termination
of
the
SPP
Offer
or
the
Top-‐up
Placement
Offer
and Dispute
Resolution**

The
Company
may
modify
or
terminate
the
SPP
Offer
or
the
Top-‐up
Placement
Offer
at
any time
including
closing
the
SPP
Offer
or
the
Top-‐up
Placement
Offer
early.

The
Company
will
notify
ASX
of
any
modification
to,
or
termination
of,
the
SPP
Offer
or
the Top-‐up
Placement
Offer.
The
omission
to
give
notice
of
any
modification
to,
or
termination
of, the
SPP
Offer
or
the
Top-‐up
Placement
Offer
or
the
failure
of
ASX
to
receive
such
notice
will not
invalidate
the
modification
or
termination.

The
Company
may
settle
in
any
manner
it
thinks
fit,
any
difficulties,
anomalies
or
disputes which
may
arise
in
connection
with,
or
by
reason
of,
the
operation
of
the
SPP
Offer
or
the
Top-‐ up
Placement
Offer,
whether
generally
or
in
relation
to
any
participant
or
application,
and
the decision
of
the
Company
will
be
conclusive
and
binding
on
all
participants
and
other
persons
to whom
the
determination
relates.

The
Company
reserves
the
right
to
waive
strict
compliance
with
any
provision
of
the
terms
and conditions
of
this
Prospectus.
The
powers
of
the
Company
under
this
Prospectus
may
be exercised
by
the
Directors
or
any
delegate
of
the
Directors.

**1.19 Risk

factors**

An
investment
in
Securities
should
be
regarded
as
speculative.
In
addition
to
the
general
risks applicable
to
all
investments
in
listed
securities,
there
are
specific
risks
associated
with
an investment
in
the
Company
which
are
in
Section
3.

1.20 **Taxation

implications**

The
Directors
do
not
consider
it
appropriate
to
give
Shareholders
advice
regarding
the
taxation consequences
of
subscribing
for
Securities
under
this
Prospectus.

The
Company,
its
advisers
and
its
officers
do
not
accept
any
responsibility
or
liability
for
any such
taxation
consequences
to
Shareholders.
As
a
result,
Shareholders
should
consult
their professional
tax
adviser
in
connection
with
subscribing
for
Securities
under
this
Prospectus.

1.21 **Major

activities
and
financial
information**

A
summary
of
the
major
activities
and
financial
information
relating
to
the
Company
for
the financial
year
ended
30
June
2014
is
in
the
Annual
Financial
Report
which
was
lodged
with
ASX on
1
October
2014.

A
summary
of
activities
relating
to
the
Company
for
the
half
year
ended
31
December
2014
is in
the
Half
Year
Accounts,
lodged
with
ASX
on
27
February
2015.

The
Company's
continuous
disclosure
notices
(i.e.
ASX
announcements)
since
30
June
2014
are listed
in
Section
5.5.

Copies
of
these
documents
are
available
free
of
charge
from
the
Company.
Directors
strongly recommend
that
Shareholders
review
these
and
all
other
announcements
prior
to
deciding whether
or
not
to
participate
in
any
of
the
Offers.

1.22 Privacy

The
Company
collects
information
about
each
Applicant
provided
on
an
Application
Form
for the
purposes
of
processing
the
Application
and,
if
the
Application
is
successful,
to
administer the
Applicant’s
security
holding
in
the
Company.

By
submitting
an
Application
Form
each
Applicant
agrees
that
the
Company
may
use
the information
provided
by
an
Applicant
on
the
Application
Form
for
the
purposes
set
out
in
this privacy
disclosure
statement
and
may
disclose
it
for
those
purposes
to
the
share
registry,
the Company’s
related
bodies
corporate,
agents,
contractors
and
third
party
service
providers, including
mailing
houses
and
professional
advisers,
and
to
ASX
and
regulatory
authorities.

If
you
do
not
provide
the
information
required
on
the
Application
Form,
the
Company
may
not be
able
to
accept
or
process
your
Application.

An
Applicant
has
an
entitlement
to
gain
access
to
the
information
that
the
Company
holds about
that
person
subject
to
certain
exemptions
under
law.
A
fee
may
be
charged
for
access. Access
requests
must
be
made
in
writing
to
the
Company’s
registered
office.

1.23 **Enquiries

concerning
Prospectus**

Enquiries
concerning
the
Application
Form
can
be
obtained
by
contacting
Security
Transfer Registrars
by
telephone
on
(08)
9315
2333.

Enquiries
relating
to
this
Prospectus
should
be
directed
to
the
Company
Secretary
by telephone
on
(03)
9607
8280.

If
you
have
any
questions
regarding
the
Offers
or
how
to
deal
with
the
Offers,
please
contact your
professional
advisor
or
stockbroker.

**2. Action

required
by
Shareholders**

**2.1 Application

for
Securities
under
the
SPP
Offer**

Eligible
Shareholders
may
apply
to
purchase
a
parcel
of
Securities
under
the
SPP
Offer
valued at
any
one
of:

(a) $1,000
(1,000,000
Shares
and
250,000
New
Options
(being
2,000,000
Shares
and 500,000
New
Options
on
a
pre-‐Consolidation
basis));
(b) $2,000
(2,000,000
Shares
and
500,000
New
Options
(being
4,000,000
Shares
and 1,000,000
New
Options
on
a
pre-‐Consolidation
basis));
(c) $5,000
(5,000,000
Shares
and
1,250,000
New
Options
(being
10,000,000
Shares
and 2,500,000
New
Options
on
a
pre-‐Consolidation
basis));
(d) $10,000
(10,000,000
Shares
and
2,500,000
New
Options
(being
20,000,000
Shares and
5,000,000
New
Options
on
a
pre-‐Consolidation
basis));
or
(e) $15,000
(15,000,000
Shares
and
3,750,000
New
Options
(being
30,000,000
Shares and
7,500,000
New
Options
on
a
pre-‐Consolidation
basis)).

Each
Eligible
Shareholder
may
only
apply
for
one
of
these
parcels.

Should
you
wish
to
participate
in
the
SPP
Offer,
then
applications
for
Securities
under
this Prospectus
may
be
made:

(a) on
the
personalised
SPP
Offer
Application
Form
which
accompanies
this
Prospectus;
(b) or
by
completing
a
BPAY®
payment,

in
accordance
with
the
instructions
referred
to
in
this
Prospectus
and
on
the
SPP
Offer Application
Form.
Please
read
the
instructions
carefully.

Should
you
wish
to
make
application
via
the
personalised
SPP
Offer
Application
Form,
please complete
the
SPP
Offer
Application
Form
by
filling
in
the
details
in
the
spaces
provided
and attach
a
cheque
for
the
Application
Monies
indicated
on
the
SPP
Offer
Application
Form.

If
you
wish
to
pay
via
BPAY®
you
must
follow
the
instructions
in
the
SPP
Offer
Application
Form and
quote
your
personalised
reference
number
that
has
been
provided
on
the
personalised SPP
Offer
Application
Form.
You
will
be
deemed
to
have
applied
for
Securities
upon
receipt
of the
BPAY®
payment
by
the
Company.
Eligible
Shareholders
who
elect
to
pay
via
BPAY®
do
not need
to
return
their
completed
SPP
Offer
Application
Form.
If
you
elect
to
pay
via
BPAY®
then your
payment
must
be
made
before
4.00pm
(WST)
on
the
Closing
Date.
Please
read
the instructions
carefully.

Completed
SPP
Offer
Application
Forms
must
be
accompanied
by
a
cheque
in
Australian dollars,
crossed
“Not
Negotiable”
and
made
payable
to “IM
Medical
Ltd” and
lodged
and

received
at
any
time
after
the
issue
of
this
Prospectus
and
on
or
before
the
Closing
Date
at
the Company’s
share
registry
(by
delivery
or
by
post)
at:

By
delivery Security
Transfer
Registrars 770
Canning
Highway,
Applecross
WA
6153,
Australia,

By
Post Security
Transfer
Registrars PO
Box
535,
Applecross
WA
6953,
Australia

The
Company
shall
not
be
responsible
for
any
postal
or
delivery
delays
or
delay
in
the
receipt of
the
BPAY®
payment.

2.2 **SPP

Offer
Certifications**

By
returning
the
SPP
Offer
Application
Form
or
by
making
the
BPAY
payment
you
are
deemed to
have
given
the
Company
the
certifications
in
the
SPP
Offer
Application
Form.

2.3 **No

application**

If
you
do
not
wish
to
apply
for
any
Securities
pursuant
to
the
SPP
Offer,
you
are
not
obliged
to do
anything.

The
number
of
Shares
you
hold
and
the
rights
attached
to
those
Shares
will
not
be
affected should
you
choose
not
apply
for
any
Securities
pursuant
to
the
SPP
Offer.

2.4 **Enquiries

concerning
the
SPP
Offer**

If
you
have
any
queries
concerning
the
SPP
Offer
please
contact:

Security
Transfer
Registrars 770
Canning
Highway,
Applecross
WA
6153,
Australia,

Telephone: (08)
9315
2333

**3. Risk

Factors**

Activities
in
the
Company
and
its
controlled
entities,
as
in
any
business,
are
subject
to
risks, which
may
impact
on
the
Company’s
future
performance.
The
Company
and
its
controlled entities
have
implemented
appropriate
strategies,
actions,
systems
and
safeguards
for
known risks,
however,
some
are
outside
its
control.

The
Directors
consider
that
the
following
summary,
which
is
not
exhaustive,
represents
some of
the
major
risk
factors
which
Shareholders
need
to
be
aware
of
in
evaluating
the
Company’s business
and
risks
of
increasing
your
investment
in
the
Company.
Shareholders
should carefully
consider
the
following
factors
in
addition
to
the
other
information
presented
in
this Prospectus.

The
principal
risks
include,
but
are
not
limited
to,
the
following:

**3.1 Risks

specific
to
the
Company**

(a) **Failure

to
Complete
the
SPP
Offer
and
the
Top-‐up
Placement
Offer**

Completion
of
the
SPP
Offer
and
the
Top-‐up
Placement
Offer
are
subject
to Shareholder
approval
of
the
Offers.

There
is
a
risk
that
Shareholder
approval
will
not
be
obtained
and
that
the
SPP
Offer and
the
Top-‐up
Placement
Offer
may
not
be
completed.

If
the
SPP
Offer
does
not
complete,
the
Company
will
not
have
sufficient
funds
to repay
the
convertible
notes
it
has
on
issue.
There
is
no
certainty
that
the
Company will
be
able
to
raise
sufficient
funds
from
other
sources
to
repay
the
convertible notes.
Therefore
if
the
SPP
Offer
does
not
complete
there
is
a
risk
that
the
solvency of
the
Company
may
be
jeopardised.

(b) **ASX

Listing**

The
ASX
has
certain
requirements,
including
the
level
of
the
operations
that
listed companies
must
meet
in
order
to
remain
listed.
If
these
requirements
in
the discretion
of
the
ASX
are
not
met,
the
ASX
has
the
ability
to
suspend
a
company
until such
time
as
the
requirements
are
met.
The
Company
has
in
the
recent
past
had
a limited
level
of
business
operations
and
consequently
there
is
a
risk
that
the
ASX
may exercise
its
discretion
that
these
requirements
are
not
met
and
suspend
the Company.

The
Company
has
been
and
still
is
actively
investigating
the
investment
in
or acquisition
of
business
operations,
and
is
thereby
actively
seeking
to
satisfy
the
ASX requirements.

(c) **Negative

Cash
Operating
Position**

As
at
the
date
of
this
Prospectus
the
Company
is
operating
on
a
negative
cash operating
basis,
that
is,
its
operating
expenses
exceed
its
revenues.
The
Company may
be
unable
to
enter
into
new
contracts
(and
meet
the
requisite
deliverables under
such
contracts)
or
identify
new
business
opportunities
(refer
to
Section
3.1(d) below)
whilst
still
operating
the
cash
flow
negative
operating
business.
As
such
it
is possible
that
the
Company's
cash
flow
position
will
remain
negative
and
its
financial position
may
thus
worsen.
A
failure
by
the
Company
to
successfully
mitigate
the
risk

of
this
occurring
may
cause
the
Company’s
financial
position
to
deteriorate
and affect
the
Company's
ability
to
operate
as
a
going
concern.

(d) **New

Business
Opportunities**

The
Company
is
currently
pursuing
new
business
opportunities.
Should
a
suitable new
business
opportunity
be
identified,
it
will
then
need
to
be
assessed
for
its technical,
legal
and
commercial
suitability.

There
can
be
no
guarantee
that
any
proposed
acquisition
of
a
new
business
or project
will
be
completed
or
will
be
successful.
The
acquisition
of
new
business opportunities
(whether
completed
or
not)
may
also
require
payment
of
monies
(as
a deposit
or
exclusivity
fee)
after
only
limited
due
diligence
and
prior
to
the
completion of
comprehensive
due
diligence.

If
any
proposed
acquisition
is
not
completed,
monies
already
advanced
may
not
be recoverable.
Furthermore,
notwithstanding
that
an
acquisition
may
proceed
upon the
completion
of
due
diligence,
the
risks
associated
with
operating
a
new
business or
project
will
also
apply.
Any
such
new
business
or
project
will
also
be
subject
to
the risks
associated
with
the
industry
in
which
they
operate.

(e)

**Future

Capital
Requirements**

The
Company
may
have
a
need
to
raise
funds
in
the
future
(whether
by
way
of
debt or
equity)
even
if
the
SPP
Offer
and
the
Top-‐up
Placement
Offer
are
completed.

The
ability
of
the
Company
to
meet
this
future
requirement,
should
it
arise,
will
be dependent
on
the
Company’s
continued
access
to
credit
markets,
funding
sources and
financing
facilities.

Recent
developments
in
global
financial
markets
have
adversely
affected
the
liquidity of
global
credit
markets,
which
has
resulted
in
an
increase
in
the
cost
of
funding
and in
certain
cases
a
reduction
in
the
availability
of
funding
sources
throughout
global markets.
Access
to
credit
markets
on
less
favourable
terms
will
impact
the Company’s
access
to
financing
facilities
should
the
need
arise,
and
may
have
a material
adverse
effect
on
the
Company’s
future
financial
performance
and
position.

Any
additional
equity
financing
may
be
dilutive
to
the
Company’s
existing Shareholders
and
any
debt
financing,
if
available,
may
involve
restrictive
covenants, which
limit
the
Company’s
operations
and
business
strategy.
The
Company’s
failure to
raise
capital
if,
and
when,
needed
could
delay
or
suspend
the
Company’s
business strategy
and
could
have
a
material
adverse
effect
on
the
Company’s
activities
and
its solvency.

(f) Liquidity

The
Shares
and
options
in
the
Company
that
are
listed
on
the
ASX
have
only
limited liquidity.
The
value
of
Shares
traded
in
the
12
months
prior
to
the
date
of
this prospectus
was
$126,656.
None
of
the
Company’s
options
were
traded
in
the
last
12 months.

There
can
be
no
certainty
that
there
will
be
a
liquid
market
for
the
Company’s
Shares and
options
on
completion
of
the
Offers.

**3.2 General

Risks**

(a) **General

Economic
Conditions**

The
operating
and
financial
performance
of
the
Company
may
be
influenced
by
a variety
of
general
economic
and
business
conditions,
including
levels
of
consumer spending,
inflation,
interest
rates,
access
to
debt
and
capital
markets,
international economic
conditions,
significant
acts
of
terrorism,
hostilities
or
war
or
natural disasters,
and
government
fiscal,
monetary
and
regulatory
policies.
A
prolonged deterioration
in
general
economic
condition,
including
a
decrease
in
commodity demand,
may
have
an
adverse
impact
on
the
Company’s
business
or
financial condition.
No
guarantee
can
be
made
that
the
Company’s
market
performance
will not
be
adversely
affected
by
any
such
market
fluctuations
or
factor.

(b) **Global

Credit
and
Investment
Markets**

In
recent
years
global
credit,
commodity
and
investment
markets
have
recently experienced
a
high
degree
of
uncertainty
and
volatility.
The
factors
which
have
led
to this
situation
have
been
outside
the
control
of
the
Company
and
may
continue
for some
time
resulting
in
continued
volatility
and
uncertainty
in
world
stock
markets (including
ASX).
This
may
impact
the
price
at
which
the
Shares
trade
regardless
of operating
performance
and
affect
the
Company's
ability
to
raise
additional
equity and/or
debt
to
achieve
its
objectives,
if
required.

(c) **Securityholders'

Margin
Lending
arrangements**

Securityholders
may,
from
time
to
time,
enter
into
margin
lending
arrangements
for the
purchase
of
Securities
in
the
Company
on
terms
and
conditions
not
known
to
the Company.

The
Company
is
unable
to
predict
the
risk
of
financial
failure
or
default
by
a Securityholder
who
has
entered
into
such
an
arrangement
or
insolvency
or
other managerial
failure
by
any
party
who
may
have
provided
such
an
arrangement
to
the Securityholder.
Such
an
event
may
lead
to
parcels
of
Securities
being
made
available for
sale
which
may
impact
negatively
on
the
price
of
the
Securities.

(d) **Taxation

and
government
regulations**

Changes
in
taxation
and
government
legislation
in
a
range
of
areas
(for
example,
the Corporations
Act,
accounting
standards,
and
taxation
law)
can
have
a
significant influence
on
the
outlook
for
companies
and
the
returns
to
investors.

The
recoupment
of
taxation
losses
accrued
by
the
Company
from
any
future revenues
is
subject
to
the
satisfaction
of
tests
outlined
in
taxation
legislation
or regulations
in
the
jurisdictions
in
which
the
Company
operates.
There
is
no
guarantee that
the
Company
will
satisfy
all
of
these
requirements
at
the
time
it
seeks
to
recoup its
tax
losses
which
may
impact
on
the
financial
performance
and
cash
flows
of
the Company.

(e) **Securities

Investment**

Applicants
should
be
aware
that
there
are
risks
associated
with
any
securities investment.
The
prices
at
which
Shares
trade
may
be
above
or
below
the
issue
or acquisition
price,
and
may
fluctuate
in
response
to
a
number
of
factors.

Furthermore,
the
stock
market,
has
experienced
extreme
price
and
volume fluctuations
that
have
often
been
unrelated
or
disproportionate
to
the
operating performance
of
such
companies.
These
factors
may
materially
affect
the
market price
of
the
Shares,
regardless
of
the
Company’s
operational
performance.

(f) **Share

market
conditions**

Share
market
conditions
may
affect
the
value
of
Shares
regardless
of
the
Company’s operating
performance.
Share
market
conditions
are
affected
by
many
factors
such as:

(i) general
economic
outlook;
(ii) interest
rates
and
inflation
rates;
(iii) changes
in
investor
sentiment
toward
particular
market
sectors;
(iv) the
demand
for,
and
supply
of,
capital;
and
(v) terrorism
or
other
hostilities.

The
market
price
of
the
Shares
may
fall
as
well
as
rise
and
may
be
subject
to
varied and
unpredictable
influences
on
the
market
for
equities
in
general
and
resource stocks
in
particular.
Neither
the
Company
nor
the
Directors
warrant
the
future performance
of
the
Company,
or
any
return
on
an
investment
in
the
Company.

3.3 **Investment

Speculative**

The
above
list
of
risk
factors
ought
not
to
be
taken
as
exhaustive
of
the
risks
faced
by
the Company
or
by
investors
in
the
Company.
The
above
factors,
and
others
not
specifically referred
to
above,
may
in
the
future
materially
affect
the
financial
performance
of
the Company
and
the
value
of
the
Shares
offered
under
this
Prospectus.
Therefore,
the
Shares
to be
issued
pursuant
to
this
Prospectus
carry
no
guarantee
with
respect
to
the
payment
of dividends,
returns
of
capital
or
the
market
value
of
those
Shares.
Potential
investors
should consider
that
the
investment
in
the
Company
is
speculative
and
should
consult
their professional
adviser
before
deciding
whether
to
apply
for
Shares
pursuant
to
this
Prospectus.

**4. Effect

of
the
Offers**

**4.1 Capital

Structure
on
completion
of
the
Offers**

	Number of Shares (pre- Consolidation)	Number of Shares (post- Consolidation)	Number of Options (pre- Consolidation)	Number of Options (post- Consolidation)
Balance at the date of this Prospectus	952,465,220	476,232,610	717,713,008(1)	358,856,504(2)
To be issued under the SPP Offer and the Shortfall Offer	1,100,000,000	550,000,000	275,000,000(3)	137,500,000(4)
To be issued under the Top-Up Placement Offer	400,000,000	200,000,000	100,000,000(3)	50,000,000(4)
To be issued under the Underwriter Share Offer	125,000,000	62,500,000	-	-
To be issued under the Underwriter Option Offer	-	-	550,000,000(3)	275,000,000(4)
To be issued under the Prior Placement Option Offer	-	-	124,000,000(3)	62,000,000(4)
Balance after the Offers (if fully subscribed)	2,577,465,220	1,288,732,610	1,766,713,008	883,356,504

(1) Options
each
exercisable
at
$0.0072
on
or
before
30
September
2016.

(2) Options
each
exercisable
at
$0.0144
on
or
before
30
September
2016.

(3) Options
each
exercisable
at
$0.001
on
or
before
31
March
2019.

(4) Options
each
exercisable
at
$0.002
on
or
before
31
March
2019.

**4.2 Pro

Forma
Statement
of
Financial
Position**

**Basis

of
Preparation**

The
Pro-‐forma
Statement
of
financial
position
has
been
prepared
in
accordance
with
the
ASIC Guide
to
Disclosing
Pro
Forma
Financial
Information.

The
consolidated
statement
of
financial
position
as
at
31
March
2015
is
based
on
the unaudited
management
reports
and
has
been
prepared
on
a
going
concern
basis,
which contemplates
the
continuity
of
normal
business
activity
and
the
realisation
of
assets
and settlement
of
liabilities
in
the
normal
course
of
business.

The
statement
of
financial
position
as
at
31
March
2015
have
been
prepared
to
provide Shareholders
with
information
on
the
assets
and
liabilities
of
the
Company
and
pro-‐forma assets
and
liabilities
of
the
Company.
The
historical
and
pro-‐forma
financial
information
is presented
in
an
abbreviated
form,
insofar
as
it
does
not
include
all
of
the
disclosures
required by
Australian
Accounting
Standards
applicable
to
annual
financial
statements.

The
pro
forma
statement
of
financial
position
is
based
on
the
unaudited
statement
of
financial position
as
at
31
March
2015
and
has
then
been
adjusted
to
reflect
the
following
material transactions,
assuming
Shareholder
approval
is
obtained
for
the
proposed
transaction.

		IM Medical Ltd
		(Unaudited
Consolidated $000’S		Management Report)	Pro-forma Adjustments			Pro-forma post Offers
	No
Assets
Current Assets
Cash at Bank		120		282			402
Sundry debtors		10					10
Non-current assets		130		282			412
Total Non-current assets		-			-7			-7
Total Assets		130		282			412
Liabilities
Trade Creditors		80					80
Total Current Liabilities		80					80
Non-Current liabilities
Total Non Current Liabilities		-			-7			-7

Net Assets		50		282			332
Equity
Shares Issued		24,350		813			25,163
Cost of Issue		-		(145)			(145)
In-specie Distribution		(2,307)		-			(2,307)
Notes		300		(300)
Accumulated losses		(22,293)		(86)			(22,379)
Total Equity		50		282			332

**Pro

Forma
Adjustments**

The
pro
forma
statement
of
financial
position
has
been
prepared
based
on
the
unaudited statement
of
financial
position
as
at
31
March
2015
that
has
been
adjusted
to
reflect
the following
transactions
and
events
relating
to
the
issue
of
Shares
and
New
Options
under
this Prospectus:

(a) Receipt
of
proceeds
of
the
Offers
net
of
capital
raising
costs
of
$605,000
(gross proceeds
of
the
Offers
are
$750,000
and
capital
raising
costs
associated
with
both the
SPP
Offer
and
Top-‐up
Placement
Offer
are
expected
to
be
$145,000),
on
the assumption
that
the
Top-‐up
Placement
Offer
is
fully
taken
up.
(b) Repayment
of
the
$300,000
Converting
Loan
including
a
redemption
payment
of $60,000
and
accrued
interest
of
15%
p.a.
from
24
December
2014
to
22
July
2015
of $25,890.

**4.3 Market

price
of
Shares**

During
the
three
months
immediately
preceding
the
date
of
lodgement
of
this
Prospectus
with ASIC
the
Company's
Shares
have
only
traded
at
$0.001
per
Share.

The
latest
available
market
sale
price
of
the
Company’s
Shares
on
ASX
prior
to
the
date
of lodgement
of
this
Prospectus
with
ASIC
was
$0.001
per
Share
on
1
June
2015
(being
the
last day
that
Shares
were
traded
on
ASX).

4.4 **Dividend

policy**

The
Directors
are
not
able
to
say
when
and
if
dividends
will
be
paid
in
the
future,
as
the payment
of
any
dividends
will
depend
on
the
future
profitability,
financial
position
and
cash requirements
of
the
Company.

**5. Additional

information**

**5.1 Rights

attaching
to
Shares**

A
summary
of
the
rights
attaching
to
Shares
in
the
Company
is
set
out
below.
This
summary
is qualified
by
the
full
terms
of
the
Constitution
(a
full
copy
of
the
Constitution
will
be
provided by
the
Company
on
request
free
of
charge)
and
does
not
purport
to
be
exhaustive
or
to constitute
a
definitive
statement
of
the
rights
and
liabilities
of
Shareholders.
These
rights
and liabilities
can
involve
complex
questions
of
law
arising
from
an
interaction
of
the
Constitution with
statutory
and
common
law
requirements.
For
a
Shareholder
to
obtain
a
definitive assessment
of
the
rights
and
liabilities
which
attach
to
Shares
in
specific
circumstances,
the Shareholder
should
seek
legal
advice.

(a) Voting

At
a
general
meeting,
on
a
show
of
hands
every
Shareholder
present
in
person
has one
vote.
At
the
taking
of
a
poll,
every
Shareholder
present
in
person
or
by
proxy and
whose
Shares
are
fully
paid
has
one
vote
for
each
of
his
or
her
Shares.
On
a
poll, the
holder
of
a
partly
paid
share
has
a
fraction
of
a
vote
with
respect
to
the
Share. The
fraction
is
equivalent
to
the
proportion
which
the
amount
paid
(not
credited) bears
to
the
total
amount
paid
and
payable
(excluding
amounts
credited).

(b) **General

Meetings**

Each
Shareholder
is
entitled
to
receive
notice
of,
attend
and
vote
at
general
meetings of
the
Company
and
to
receive
all
notices,
financial
statements
and
other
documents required
to
be
sent
to
Shareholders
under
the
Constitution,
the
Corporations
Act
and the
Listing
Rules.

(c) Dividends

The
Directors
may
pay
to
Shareholders
any
interim
and
final
dividends
as,
in
the Directors'
judgement,
the
financial
position
of
the
Company
justifies.
The
Directors may
fix
the
amount,
the
record
date
for
determining
eligibility
and
the
method
of payment.
All
dividends
must
be
paid
to
the
Shareholders
in
proportion
to
the number
of,
and
the
amount
paid
on
(no
credited),
the
Shares
held.

(d) **Transfer

of
Shares**

Generally,
all
Shares
in
the
Company
are
freely
transferable
subject
to
the
procedural requirements
of
the
Constitution,
and
to
the
provisions
of
the
Corporations
Act,
the Listing
Rules
and
the
ASX
Operating
Rules.
The
Directors
may
decline
to
register
an instrument
of
transfer
received
where
the
transfer
is
not
in
registrable
form
or
where refusal
is
permitted
under
the
Listing
Rules
or
the
ASX
Operating
Rules.
If
the

Directors
decline
to
register
a
transfer
the
Company
must
give
reasons
for
the refusal.
The
Directors
must
decline
to
register
a
transfer
when
required
by
the Corporations
Act,
the
Listing
Rules
or
the
ASX
Operating
Rules.

(e) **Variation

of
Rights**

The
Company
may
only
modify
or
vary
the
rights
attaching
to
any
class
of
shares
with the
prior
approval
by
a
special
resolution
of
the
shareholders
of
the
shares
of
that class,
or
with
the
written
consent
of
the
holders
of
at
least
three-‐quarters
of
the issued
shares
of
that
class.

(f) Directors

The
minimum
number
of
Directors
is
three.
Currently,
there
are
four
Directors. Directors,
other
than
the
managing
Director,
must
retire
on
a
rotational
basis
so
that one-‐third
of
Directors
must
retire
at
each
annual
general
meeting.
No
Director
except a
Managing
Director
shall
hold
office
for
a
period
in
excess
of
3
years,
or
until
the third
annual
general
meeting
following
his
or
her
appointment.
The
Directors
may appoint
a
director
either
in
addition
to
existing
Directors
or
to
fill
a
casual
vacancy, who
then
holds
office
until
the
next
general
meeting.

(g) **Decisions

of
Directors**

Questions
arising
at
a
meeting
of
Directors
are
decided
by
a
majority
of
votes.
The Chairman
has
a
casting
vote.

(h) **Issue

of
Further
Shares**

Subject
to
the
Constitution,
the
Corporations
Act
and
the
Listing
Rules,
the
Directors may
issue,
or
grant
options
in
respect
of,
Shares
to
such
persons
on
such
terms
as they
think
fit.
In
particular,
the
Directors
may
issue
preference
shares,
including redeemable
preference
shares,
and
may
issue
shares
with
preferred,
deferred
or special
rights
or
restrictions
in
relation
to
dividends,
voting,
return
of
capital
and participation
in
surplus
on
winding
up.

(i) **Alteration

to
the
Constitution**

The
Constitution
can
only
be
amended
by
a
special
resolution
passed
by
at
least
75% of
Shareholders
present
and
voting
at
a
general
meeting.
At
least
28
days'
notice
of the
intention
to
propose
the
special
resolution
must
be
given.

(j) **ASX

Listing
Rules
Prevail**

To
the
extent
that
there
are
any
inconsistencies
between
the
Constitution
and
the Listing
Rules,
the
Listing
Rules
prevail.

**5.2 Terms

and
Conditions
of
the
New
Options**

The
New
Options
entitle
the
holder
to
subscribe
for
Shares
on
the
following
terms
and conditions:

(a) Entitlement

Each
New
Option
( Option )
entitles
the
holder
to
subscribe
for
one
Share
upon exercise
of
the
Option.

(b) **Exercise

Price
and
Expiry
Date**

The
Options
have
an
exercise
price
of
$0.002
(being
$0.001
on
a
pre-‐Consolidation basis)
( Exercise
Price )
and
an
expiry
date
of
31
March
2019
( Expiry
Date ).

(c) **Exercise

Period**

The
Options
are
exercisable
at
any
time
on
or
prior
to
the
Expiry
Date.

(d) **Notice

of
Exercise**

The
Options
may
be
exercised
by
notice
in
writing
to
the
Company
( Notice
of Exercise )
and
payment
of
the
Exercise
Price
for
each
Option
being
exercised.
Any Notice
of
Exercise
of
an
Option
received
by
the
Company
will
be
deemed
to
be
a notice
of
the
exercise
of
that
Option
as
at
the
date
of
receipt.

(e) **Shares

issued
on
exercise**

Shares
issued
on
exercise
of
the
Options
will
rank
equally
with
the
then
shares
of
the Company.

(f)

**Quotation

of
Shares
on
exercise**

Application
will
be
made
by
the
Company
to
ASX
for
quotation
of
the
Shares
issued upon
the
exercise
of
the
Options.

(g)

**Timing

of
issue
of
Shares**

After
an
Option
is
validly
exercised,
the
Company
must,
within,
15
Business
Days
of the
notice
of
exercise
and
receipt
of
cleared
funds
equal
to
the
sum
payable
on
the exercise
of
the
Option:

(i) issue
the
Share;
and
(ii) do
all
such
acts,
matters
and
things
to
obtain
the
grant
of
official
quotation of
the
Share
on
ASX
no
later
than
5
Business
Days
after
issuing
the
Shares.

(h) **Participation

in
new
issues**

There
are
no
participation
rights
or
entitlements
inherent
in
the
Options
and
holders will
not
be
entitled
to
participate
in
new
issues
of
capital
offered
to
Shareholders during
the
currency
of
the
Options.

(i)

**Adjustment

for
bonus
issues
of
Shares**

If
the
Company
makes
a
bonus
issue
of
Shares
or
other
securities
to
existing Shareholders
(other
than
an
issue
in
lieu
or
in
satisfaction
of
dividends
or
by
way
of dividend
reinvestment):

(i) the
number
of
Shares
which
must
be
issued
on
the
exercise
of
an
Option will
be
increased
by
the
number
of
Shares
which
the
Optionholder
would have
received
if
the
Optionholder
had
exercised
the
Option
before
the record
date
for
the
bonus
issue;
and
(ii) no
change
will
be
made
to
the
Exercise
Price.

(j) **Adjustment

for
entitlement
issue**

If
the
Company
makes
an
issue
of
Shares
pro
rata
to
existing
Shareholders
(other than
an
issue
in
lieu
or
in
satisfaction
of
dividends
or
by
way
of
dividend reinvestment)
the
Exercise
Price
of
an
Option
will
be
reduced
according
to
the following
formula:

New
exercise
price
= O
-‐ E[P-‐(S+D)] N+1

= the
old
Exercise
Price
of
the
Option.

= the
number
of
underlying
Shares
into
which
one
Option
is
exercisable.

= average
market
price
per
Share
weighted
by
reference
to
volume
of
the underlying
Shares
during
the
5
trading
days
ending
on
the
day
before
the
ex rights
date
or
ex
entitlements
date.

= the
subscription
price
of
a
Share
under
the
pro
rata
issue.

= the
dividend
due
but
not
yet
paid
on
the
existing
underlying
Shares
(except those
to
be
issued
under
the
pro
rata
issue).

= the
number
of
Shares
with
rights
or
entitlements
that
must
be
held
to receive
a
right
to
one
Share.

(k) **Adjustments

for
reorganisation**

If
there
is
any
reconstruction
of
the
issued
share
capital
of
the
Company,
the
rights
of the
Optionholders
may
be
varied
to
comply
with
the
Listing
Rules
which
apply
to
the reconstruction
at
the
time
of
the
reconstruction.

(l) **Quotation

of
Options**

The
Options
will
be
listed
Options.

(m) **Options

transferable**

The
Options
are
freely
transferable.

(n) **Lodgement

Instructions**

Cheques
shall
be
in
Australian
currency
made
payable
to
the
Company
and
crossed "Not
Negotiable".
The
application
for
shares
on
exercise
of
the
Options
with
the appropriate
remittance
should
be
lodged
at
the
Company's
share
registry.

**5.3 Underwriting

Agreement
and
Mandate
Letter**

Pursuant
to
the
Underwriting
Agreement,
the
Underwriter
has
agreed
to
manage
the
SPP Offer
and
conditionally
fully
underwrite
the
SPP
Offer.
The
Underwriting
Agreement supersedes
a
mandate
letter
between
the
Company
and
the
Underwriter
and
the
Company dated
28
May
2015
in
relation
to
the
SPP
Offer
(the Mandate
Letter ).
The
Mandate
Letter continues
to
apply
in
relation
to
the
Top-‐Up
Placement
Offer.

The
Underwriting
Agreement
remains
conditional
upon
Shareholder
approval
of
the
Offers
at the
Shareholder
Meeting.

Pursuant
to
the
Underwriting
Agreement,
the
Company
has
agreed
to:

(a) pay
the
Underwriter
a
fee
of
6%
of
the
total
amount
raised
pursuant
to
the
SPP
Offer (being
$33,000),
in
consideration
for
the
Underwriter’s
underwriting
obligations;
(b) issue
to
the
Underwriter
(or
its
nominees):
(i) 50,000,000
Shares
(100,000,000
Shares
on
a
pre-‐Consolidation
basis)
on completion
of
the
SPP
Offer;
and
(ii) 12,500,000
Shares
(25,000,000
Shares
on
a
pre-‐Consolidation
basis)
on completion
of
the
Top-‐up
Placement
Offer,

(together,
being
the
Shares
the
subject
of
the
Underwriter
Share
Offer);
and

(c) grant
to
the
Underwriter
(or
its
nominees)
275,000,000
New
Options
(being 550,000,000
New
Options
on
a
pre-‐Consolidation
basis)
under
the
Underwriter Option
Offer.

In
addition,
the
Underwriter
will
be
reimbursed
for
all
costs
and
expenses
of
and
incidental
to the
SPP
Offer.
If
the
Company
or
the
Underwriter
terminates
the
Underwriting
Agreement,
the Company
will
pay
the
Underwriter
a
termination
fee
of
$60,000
and
any
accrued
expenses
up to
the
date
of
termination.

Pursuant
to
the
Mandate
Letter,
the
Company
has
also
agreed
to
pay
the
Underwriter
a
new issue
fee
of
6%
of
the
total
amount
raised
pursuant
to
the
Top-‐up
Placement
Offer
(being $33,000
if
the
Top-‐up
Placement
Offer
is
fully
subscribed).

The
obligation
of
the
Underwriter
to
underwrite
the
SPP
Offer
is
subject
to
certain
events
of termination.
The
Underwriter
may
terminate
its
obligations
under
the
Underwriting Agreement,
upon
or
at
any
time
prior
to
the
Issue
Date,
if:

(a) ( Indices
fall ):
the
All
Ordinaries
Index
as
published
by
ASX
is
at
any
time
after
the date
of
the
Underwriting
Agreement
10%
or
more
below
its
respective
level
as
at
the close
of
business
on
the
Business
Day
prior
to
the
date
of
the
Underwriting Agreement
(i.e.
5,143.1
or
less);
or
(b) ( Shareholder
Approval ):
Shareholder
approval
of
the
Offers
is
obtained
before 15
July
2015
(or
such
other
date
agreed
in
writing
between
the
Company
and
the Underwriter);
or
(c) ( Prospectus ):
the
Prospectus
or
the
SPP
Offer
is
withdrawn
by
the
Company;
or
(d) ( Supplementary
prospectus ):
(i) the
Underwriter,
having
elected
not
to
exercise
its
right
to
terminate
its obligations
under
the
Underwriting
Agreement
as
a
result
of
an
occurrence as
described
in
paragraph
(o)(vi)
below,
forms
the
view
on
reasonable grounds
that
a
supplementary
or
replacement
prospectus
should
be
lodged with
ASIC
for
any
of
the
reasons
referred
to
in
section
719
of
the Corporations
Act
and
the
Company
fails
to
lodge
a
supplementary
or

replacement
prospectus
in
such
form
and
content
and
within
such
time
as the
Underwriter
may
reasonably
require;
or

(ii) the
Company
lodges
a
supplementary
or
replacement
prospectus
without the
prior
written
agreement
of
the
Underwriter;
or
(e) ( Non-‐compliance
with
disclosure
requirements ):
it
transpires
that
the
Prospectus does
not
contain
all
the
information
required
by
section
713
of
the
Corporations
Act;
(f) ( Misleading
Prospectus ):
it
transpires
that
there
is
a
statement
in
the
Prospectus
that is
misleading
or
deceptive
or
likely
to
mislead
or
deceive,
or
that
there
is
an
omission from
the
Prospectus
(having
regard
to
the
provisions
of
section
713
of
the Corporations
Act)
or
if
any
statement
in
the
Prospectus
becomes
misleading
or deceptive
or
likely
to
mislead
or
deceive
or
if
the
issue
of
the
Prospectus
is
or becomes
misleading
or
deceptive
or
likely
to
mislead
or
deceive;
(g) ( No
Official
Quotation ):
ASX
has
indicated
before
17
July
2015
(or
such
other
date agreed
in
writing
between
the
Company
and
the
Underwriter)
that
Official
Quotation will
not
be
granted
in
accordance
with
the
timetable
set
out
in
the
Underwriting Agreement
or
will
be
granted
with
such
conditions
attached
so
as
to
represent
a Material
Adverse
Effect,
having
been
granted,
is
subsequently
withdrawn,
withheld or
qualified;
or
(h) ( Restriction
on
allotment ):
the
Company
is
prevented
from
allotting
the
Shares under
the
SPP
Offer
within
the
time
required
by
the
Underwriting
Agreement,
the Corporations
Act,
the
ASX
Listing
Rules,
any
statute,
regulation
or
order
of
a
court
of competent
jurisdiction
by
ASIC,
ASX
or
any
court
of
competent
jurisdiction
or
any governmental
or
semi-‐governmental
agency
or
authority;
or
(i) ( Withdrawal
of
consent
to
Prospectus ):
any
person
(other
than
the
Underwriter) who
has
previously
consented
to
the
inclusion
of
its,
his
or
her
name
in
the Prospectus
or
to
be
named
in
the
Prospectus,
withdraws
that
consent;
(j) ( ASIC
or
other
prosecution ):
ASIC
gives
notice
of
any
deficiency
in
the
SPP
Offer,
the Prospectus
or
related
documents
or
ASIC
gives
notice
of
an
intention
to
hold
a hearing,
examination
or
investigation,
or
it
requires
information
to
be
disclosed
in connection
with
the
SPP
Offer,
the
Prospectus
or
the
Company;
or
(k) ( Takeovers
Panel ):
the
Takeovers
Panel
makes
a
declaration
that
circumstances
in relation
to
the
affairs
of
the
Company
are
unacceptable
circumstances
under
Pt
6.10 of
the
Corporations
Act,
or
an
application
for
such
a
declaration
is
made
to
the Takeovers
Panel;
or
(l) ( Hostilities ):
there
is
an
outbreak
of
hostilities
or
a
material
escalation
of
hostilities (whether
or
not
war
has
been
declared)
after
the
date
of
the
Underwriting Agreement
involving
one
or
more
of
Australia,
New
Zealand,
Indonesia,
Japan, Russia,
the
United
Kingdom,
the
United
States
of
America,
India,
Pakistan,
or
the People’s
Republic
of
China,
Israel
or
any
member
of
the
European
Union,
or
a terrorist
act
is
perpetrated
in
any
of
those
countries
or
any
diplomatic,
military, commercial
or
political
establishment
of
any
of
those
countries
anywhere
in
the world;
(m) ( Authorisation ):
any
authorisation
which
is
material
to
anything
referred
to
in
the SPP
Offer
or
the
share
purchase
plan
is
repealed,
revoked
or
terminated
or
expires, or
is
modified
or
amended
in
a
manner
unacceptable
to
the
Underwriter;
or

(n) ( Indictable
offence ):
a
director
or
a
senior
manager
of
a
Relevant
Company
is charged
with
an
indictable
offence;
or
(o) ( Termination
Events ):
subject
always
to
the
material
adverse
effect
qualification described
below,
any
of
the
following
events
occur:
(i) ( Default ):
default
or
breach
by
the
Company
under
the
Underwriting Agreement
of
any
terms,
condition,
covenant
or
undertaking;
(ii) ( Incorrect
or
untrue
representation ):
any
representation,
warranty
or undertaking
given
by
the
Company
in
the
Underwriting
Agreement
is
or becomes
untrue
or
incorrect;
(iii) ( Contravention
of
constitution
or
Act ):
a
contravention
by
a
Relevant Company
of
any
provision
of
its
constitution,
the
Corporations
Act,
the Listing
Rules
or
any
other
applicable
legislation
or
any
policy
or
requirement of
ASIC
or
ASX;
(iv) ( Adverse
change ):
an
event
occurs
which
gives
rise
to
a
Material
Adverse Effect
or
any
adverse
change
or
any
development
including
a
prospective adverse
change
after
the
date
of
the
Underwriting
Agreement
in
the
assets, liabilities,
financial
position,
trading
results,
profits,
forecasts,
losses, prospects,
business
or
operations
of
any
Relevant
Company
including, without
limitation,
if
any
forecast
disclosed
to
ASX
prior
to
the
date
of
the Underwriting
Agreement
becomes
incapable
of
being
met
or
in
the Underwriter's
reasonable
opinion,
unlikely
to
be
met
in
the
projected
time;
(v) ( Error
in
Due
Diligence
Results ):
it
transpires
that
any
of
the
due
diligence results
(as
defined
in
the
Underwriting
Agreement)
or
any
part
of
the verification
material
(as
defined
in
the
Underwriting
Agreement)
was
false, misleading
or
deceptive
or
that
there
was
an
omission
from
them;
(vi) ( Significant
change ):
a
"new
circumstance"
as
referred
to
in
section
719(1) of
the
Corporations
Act
arises
that
is
materially
adverse
from
the
point
of view
of
an
investor;
(vii) ( Public
statements ):
without
the
prior
approval
of
the
Underwriter
a
public statement
is
made
by
the
Company
in
relation
to
the
SPP
Offer
or
the
share purchase
plan;
(viii) ( Misleading
information ):
any
material
information
supplied
at
any
time
by the
Company
or
any
person
on
its
behalf
to
the
Underwriter
in
respect
of any
aspect
of
the
SPP
Offer
or
the
affairs
of
any
Relevant
Company
is
or becomes
misleading
or
deceptive
or
likely
to
mislead
or
deceive;
(ix) ( Official
Quotation
qualified ):
the
Official
Quotation
is
qualified
or conditional
other
than
as
set
out
in
the
definition
of
Official
Quotation
in the
Listing
Rules;
(x) ( Change
in
Act
or
policy ):
there
is
introduced,
or
there
is
a
public announcement
of
a
proposal
to
introduce,
into
the
Parliament
of
Australia or
any
of
its
States
or
Territories
any
Act
or
prospective
Act
or
budget
or
the Reserve
Bank
of
Australia
or
any
Commonwealth
or
State
authority
adopts or
announces
a
proposal
to
adopt
any
new,
or
any
major
change
in, existing,
monetary,
taxation,
exchange
or
fiscal
policy;

(xi) ( Prescribed
Occurrence ):
a
Prescribed
Occurrence
occurs;
(xii) ( Suspension
of
debt
payments ):
the
Company
suspends
payment
of
its debts
generally;
(xiii) ( Event
of
Insolvency ):
an
Event
of
Insolvency
occurs
in
respect
of
a
Relevant Company;
(xiv) ( Judgment
against
a
Relevant
Company ):
a
judgment
in
an
amount exceeding
$25,000
is
obtained
against
a
Relevant
Company
and
is
not
set aside
or
satisfied
within
7
days;
(xv) ( Litigation ):
litigation,
arbitration,
administrative
or
industrial
proceedings are
after
the
date
of
the
Underwriting
Agreement
commenced
or threatened
against
any
Relevant
Company,
other
than
any
claims
disclosed to
the
Underwriter
prior
to
the
date
of
the
Underwriting
Agreement;
(xvi) ( Board
and
senior
management
composition ):
there
is
a
change
in
the composition
of
the
Board
or
a
change
in
the
senior
management
of
the Company
before
completion
of
the
SPP
Offer
without
the
prior
written consent
of
the
Underwriter;
(xvii) ( Change
in
shareholdings ):
there
is
a
material
change
in
the
major
or controlling
shareholdings
of
a
Relevant
Company
or
a
takeover
offer
or scheme
of
arrangement
pursuant
to
Chapter
5
or
6
of
the
Corporations
Act is
publicly
announced
in
relation
to
a
Relevant
Company;
(xviii) ( Timetable ):
there
is
a
delay
in
any
specified
date
in
the
timetable
set
out
in the
Underwriting
Agreement
which
is
greater
than
3
Business
Days;
(xix) ( Force
Majeure ):
a
Force
Majeure
affecting
the
Company's
business
or
any obligation
under
the
Underwriting
Agreement
lasting
in
excess
of
7
days occurs;
(xx) ( Certain
resolutions
passed ):
a
Relevant
Company
passes
or
takes
any
steps to
pass
a
resolution
under
section
254N,
section
257A
or
section
260B
of the
Corporations
Act
or
a
resolution
to
amend
its
constitution
without
the prior
written
consent
of
the
Underwriter;
(xxi) ( Capital
Structure ):
any
Relevant
Company
alters
its
capital
structure
in
any manner
not
contemplated
by
the
SPP
Offer;
(xxii) ( Investigation ):
any
person
is
appointed
under
any
legislation
in
respect
of companies
to
investigate
the
affairs
of
a
related
company;
(xxiii) ( Market
Conditions ):
a
suspension
or
material
limitation
in
trading generally
on
ASX
occurs
or
any
material
adverse
change
or
disruption occurs
in
the
existing
financial
markets,
political
or
economic
conditions
of Australia,
Japan,
the
United
Kingdom,
the
United
States
of
America
or
other international
financial
markets;
(xxiv) ( Material
Breach ):
if
the
Company
fails
to
rectify
any
material
breach
of
the Underwriting
Agreement
having
been
given
10
business
days'
notice
in writing
by
the
Underwriter
of
such
breach
having
occurred;
or

(xxv) ( Suspension ):
the
Company
is
removed
from
the
Official
List
or
the
Shares become
suspended
from
Official
Quotation
and
that
suspension
is
not
lifted within
24
hours
following
such
suspension.

The
Underwriter
may
not
exercise
its
rights
under
termination
event
(o)
above
unless,
in
the reasonable
opinion
of
the
Underwriter
reached
in
good
faith,
the
occurrence
of
a
termination event
has
or
is
likely
to
have,
or
two
or
more
termination
events
together
have
or
are
likely
to have:

(a) a
Material
Adverse
Effect;
or
(b) could
give
rise
to
a
liability
of
the
Underwriter
under
the
Corporations
Act
or otherwise.

The
Underwriting
Agreement
also
contains
a
number
of
indemnities,
representations
and warranties
from
the
Company
to
the
Underwriter
that
are
considered
standard
for
an agreement
of
this
type.

Defined
terms
used
in
this
section
5.3
have
the
following
meanings,
which
are
given
to
the terms
in
the
Underwriting
Agreement:

**"Event

of
Insolvency"** means:

(a) a
receiver,
manager,
receiver
and
manager,
trustee,
administrator,
controller
or similar
officer
is
appointed
in
respect
of
a
person
or
any
asset
of
a
person;
(b) a
liquidator
or
provisional
liquidator
is
appointed
in
respect
of
a
corporation;
(c) any
application
(not
being
an
application
withdrawn
or
dismissed
within
7
days)
is made
to
a
court
for
an
order,
or
an
order
is
made,
or
a
meeting
is
convened,
or
a resolution
is
passed,
for
the
purpose
of:
(i) appointing
a
person
referred
to
in
paragraphs
(a)
or
(b);
(ii) winding
up
a
corporation;
or
(iii) proposing
or
implementing
a
scheme
of
arrangement;
(d) any
event
or
conduct
occurs
which
would
enable
a
court
to
grant
a
petition,
or
an order
is
made,
for
the
bankruptcy
of
an
individual
or
his
estate
under
any
Insolvency Provision;
(e) a
moratorium
of
any
debts
of
a
person,
or
an
official
assignment,
or
a
composition,
or an
arrangement
(formal
or
informal)
with
a
person's
creditors,
or
any
similar proceeding
or
arrangement
by
which
the
assets
of
a
person
are
subjected conditionally
or
unconditionally
to
the
control
of
that
person's
creditors
or
a
trustee, is
ordered,
declared,
or
agreed
to,
or
is
applied
for
and
the
application
is
not withdrawn
or
dismissed
within
7
days;
(f) a
person
becomes,
or
admits
in
writing
that
it
is,
is
declared
to
be,
or
is
deemed under
any
applicable
Act
to
be,
insolvent
or
unable
to
pay
its
debts;
or
(g) any
writ
of
execution,
garnishee
order,
mareva
injunction
or
similar
order, attachment,
distress
or
other
process
is
made,
levied
or
issued
against
or
in
relation to
any
asset
of
a
person.

"Force
Majeure" means
any
act
of
God,
war,
revolution,
or
any
other
unlawful
act
against public
order
or
authority,
an
industrial
dispute,
a
governmental
restraint,
or
any
other
event which
is
not
within
the
control
of
the
parties.

"Insolvency
Provision" means
any
Act
relating
to
insolvency,
sequestration,
liquidation
or bankruptcy
(including
any
Act
relating
to
the
avoidance
of
conveyances
in
fraud
of
creditors
or of
preferences,
and
any
Act
under
which
a
liquidator
or
trustee
in
bankruptcy
may
set
aside
or avoid
transactions),
and
any
provision
of
any
agreement,
arrangement
or
scheme,
formal
or informal,
relating
to
the
administration
of
any
of
the
assets
of
any
person.

**"Material

Adverse
Effect"** means:

(a) a
material
adverse
effect
on
the
outcome
of
the
SPP
Offer
or
on
the
subsequent market
for
the
Shares
issued
under
the
SPP
Offer
(including,
without
limitation, matters
likely
to
have
a
material
adverse
effect
on
a
decision
of
an
investor
to
invest in
Shares
under
the
SPP
Offer);
or
(b) a
material
adverse
effect
on
the
assets,
condition,
trading
or
financial
position, performance,
profits
and
losses,
results,
prospects,
business
or
operations
of
the Company
and
its
Subsidiaries
either
individually
or
taken
as
a
whole;
or
(c) the
Underwriter's
obligations
under
the
Underwriting
Agreement
becoming materially
more
onerous
than
those
which
exist
at
the
date
of
the
Underwriting Agreement;
or
(d) a
material
adverse
effect
on
the
tax
position
of
either:
(i) the
Company
and
its
Subsidiaries
either
individually
or
taken
as
a
whole;
or
(ii) an
Australian
resident
shareholder
in
the
Company.

**"Prescribed

Occurrence"** means:

(a) a
Relevant
Company
converting
all
or
any
of
its
shares
into
a
larger
or
smaller number
of
shares;
(b) a
Relevant
Company
resolving
to
reduce
its
share
capital
in
any
way;
(c) a
Relevant
Company:
(i) entering
into
a
buy
back
agreement
or;
(ii) resolving
to
approve
the
terms
of
a
buy
back
agreement
under
section
257C or
257D
of
the
Corporations
Act;
(d) a
Relevant
Company
making
an
issue
of,
or
granting
an
option
to
subscribe
for,
any
of its
shares,
or
agreeing
to
make
such
an
issue
or
grant
such
an
option,
other
than
an issue
or
agreement
to
issue
in
accordance
with
the
SPP
Offer
or
the
terms
of
the Underwriting
Agreement;
(e) a
Relevant
Company
issuing,
or
agreeing
to
issue,
convertible
notes;
(f) a
Relevant
Company
disposing,
or
agreeing
to
dispose,
of
the
whole,
or
a
substantial part,
of
its
business
or
property;

(g) a
Relevant
Company
charging,
agreeing
to
charge,
the
whole,
or
a
substantial
part,
of its
business
or
property;
(h) a
Relevant
Company
resolving
that
it
be
wound
up;
(i) the
appointment
of
a
liquidator
or
provisional
liquidator
to
a
Relevant
Company;
(j) the
making
of
an
order
by
a
court
for
the
winding
up
of
a
Relevant
Company;
(k) an
administrator
of
a
Relevant
Company,
being
appointed
under
section
436A,
436B or
436C
of
the
Corporations
Act;
(l) a
Relevant
Company
executing
a
deed
of
company
arrangement;
or
(m) the
appointment
of
a
receiver,
or
a
receiver
and
manager,
in
relation
to
the
whole,
or a
substantial
part,
of
the
property
of
a
Relevant
Company.

"Relevant
Company" means
the
Company
and
each
material
Subsidiary.

"Subsidiary" means
each
company
which
at
the
date
of
execution
of
the
Underwriting Agreement
or
at
the
time
of
completion
of
the
share
purchase
plan
is
a
subsidiary
of
the Company
within
the
meaning
of
the
Corporations
Act.

5.4 **Company

is
a
disclosing
entity**

The
Company
is
a
disclosing
entity
under
the
Corporations
Act.
It
is
subject
to
regular
reporting and
disclosure
obligations
under
both
the
Corporations
Act
and
the
Listing
Rules
of
ASX.

Copies
of
documents
lodged
with
ASIC
in
relation
to
the
Company
may
be
obtained
from,
or inspected
at,
an
ASIC
office
(see
Section
5.5
below).

5.5 **Copies

of
documents**

Copies
of
documents
lodged
by
the
Company
in
connection
with
its
reporting
and
disclosure obligations
may
be
obtained
from,
or
inspected
at,
an
office
of
ASIC.
The
Company
will
provide free
of
charge
to
any
person
who
requests
it
during
the
period
of
the
issue,
a
copy
of:

(a) the
Annual
Financial
Report
of
the
Company
for
the
year
ended
30
June
2014,
being the
last
financial
year
for
which
an
annual
financial
report
has
been
lodged
with
ASIC in
relation
to
the
Company
before
the
issue
of
this
Prospectus;
(b) the
half-‐year
financial
report
for
the
half-‐year
ended
31
December
2014
lodged
by the
Company
with
ASX
on
27
February
2015;
and
(c) the
following
continuous
disclosure
notices
given
by
the
Company
to
notify
ASX
of information
relating
to
the
Company
during
the
period
from
the
date
of
lodgement of
the
Annual
Financial
Report
referred
to
in
paragraph
(a)
and
before
the
date
of issue
of
this
Prospectus
are
as
follows:

Date Lodged	Subject of Announcement
01/06/2015	Underwritten SecurityPurchase Plan
28/05/2015	TradingHalt
22/05/2015	Corporate Update

Date Lodged	Subject of Announcement
01/05/2015	Alteration to Notice of Meeting
28/04/2015	Appendix 4C -quarterly
24/04/2015	Notice of General Meeting/ProxyForm
27/02/2015	Half YearlyReport and Accounts
30/01/2015	Appendix 4C -quarterly
23/12/2014	Syncom Investor Presentation
23/12/2014	Agreement to acquire Syncom Australia PtyLtd
19/12/2014	TradingHalt
28/11/2014	Results of Meeting
28/11/2014	Chairman's Address to Shareholders
31/10/2014	Appendix 4C -quarterly
28/10/2014	Annual Report to shareholders
28/10/2014	Notice of Annual General Meeting/ProxyForm

The
following
documents
are
available
for
inspection
throughout
the
application
period
of
this Prospectus
during
normal
business
hours
at
the
registered
office
of
the
Company
at
Level
40, 140
William
Street,
Melbourne
VIC
3000,
Australia;

(a) this
Prospectus;
(b) the
Constitution;
and
(c) the
consents
referred
to
in
Section
5.11
and
the
consents
provided
by
the
Directors to
the
issue
of
this
Prospectus.

5.6 **Information

excluded
from
continuous
disclosure
notices**

There
is
no
information
which
has
been
excluded
from
a
continuous
disclosure
notice
in accordance
with
the
Listing
Rules,
and
which
is
required
to
be
set
out
in
this
Prospectus.

5.7 **Determination

by
ASIC**

ASIC
has
not
made
a
determination
which
would
prevent
the
Company
from
relying
on
section 713
of
the
Corporations
Act
in
issuing
the
Shares
under
this
Prospectus.

5.8 **Directors'

interests**

(a) Interests

Except
as
disclosed
in
this
Prospectus,
no
Director
or
proposed
director,
and
no
firm in
which
a
Director
or
proposed
director:

(i) has
any
interest
nor
has
had
any
interest
in
the
last
two
years
prior
to
the date
of
this
Prospectus
in
the
formation
or
promotion
of
the
Company,
the Offers
or
property
acquired
or
proposed
to
be
acquired
by
the
Company
in connection
with
its
formation
or
promotion
or
the
Offers;
or

(ii) has
been
paid
or
given
or
will
be
paid
or
given
any
amount
or
benefit
to induce
him
or
her
to
become,
or
to
qualify
as,
a
Director,
or
otherwise
for services
rendered
by
him
or
her
in
connection
with
the
formation
or promotion
of
the
Company
or
the
Offers.

(b)

Directors’
Holdings

Set
out
in
the
table
below
are
details
of
Directors'
relevant
interests
in
the
Shares
and Options
of
the
Company
at
the
date
of
this
Prospectus:

Director	No. of Shares Held	No. of Options Held
Nigel Blaze	Nil	Nil
Richard Wadley	Nil	Nil
Paul Burton	Nil	Nil

(c)

Remuneration
of
Directors

In
accordance
with
the
Constitution,
the
Shareholders
have
approved
an
aggregate amount
of
up
to
$250,000
per
annum
to
be
paid
as
non-‐executive
Directors'
fees.

The
amount
of
aggregate
remuneration
approved
by
Shareholders
and
the
manner
in which
is
it
apportioned
amongst
Directors
is
reviewed
annually.
Each
Director receives
a
fee
for
being
a
Director
of
the
Company
and
is
entitled
to
be
paid
an additional
fee
for
each
Board
Committee
on
which
the
Director
sits.
The
entitlement to
the
additional
fees
for
serving
on
a
committee
recognizes
the
additional
time commitment
required
by
Directors
in
discharging
their
responsibilities
to
the
Board.

Directors,
or
their
nominee
companies,
received
the
following
remuneration
for
the preceding
two
financial
years:

Directors	Year	Salary & Fees $	Superann- uation $	Share Based Payments $	Total $
Nigel Blaze	2014/2015	29,789(1)	-	-	27,706
	2013/2014	32,560	-	-	32,560
Richard Wadley	2014/2015	63,053(2)			53,338
	2013/2014	77,800	-	-	77,800
Paul Burton	2014/2015	25,145(3)			25,145
	2013/2014	33,225	-	-	33,225

(1) $21,456
paid,
$8,333
accrued.
(2) $39,999
paid,
$23,653
accrued.
(3) $16,812
paid,
$8,333
accrued.

**5.9 Interests

of
Named
Persons**

Except
as
disclosed
in
this
Prospectus,
no
expert,
promoter
or
other
person
named
in
this Prospectus
as
performing
a
function
in
a
professional,
advisory
or
other
capacity:

(a) has
any
interest
nor
has
had
any
interest
in
the
last
two
years
prior
to
the
date
of
this Prospectus
in
the
formation
or
promotion
of
the
Company,
the
Offers
or
property acquired
or
proposed
to
be
acquired
by
the
Company
in
connection
with
its formation
or
promotion
or
the
Offers;
or
(b) has
been
paid
or
given
or
will
be
paid
or
given
any
amount
or
benefit
in
connection with
the
formation
or
promotion
of
the
Company
or
the
Offers.

GTP
Legal
will
be
paid
fees
of
approximately
$12,000
(plus
GST)
in
relation
to
the
preparation of
this
Prospectus.
In
the
past
two
years,
GTP
Legal
has
received
approximately
$156,500
for the
provision
of
legal
services
to
the
Company.

The
Underwriter
will
be
paid
fees
of
approximately
$45,000
(excluding
GST)
in
relation
to
its services
as
manager
and
underwriter
of
the
SPP
Offer
and
manager
of
the
Top-‐up
Placement Offer.
The
Underwriter
will
also
be:

(a) issued
62,500,000
Shares
(being
125,000,000
Shares
on
a
pre-‐Consolidation
basis) subject
to:
(i) Shareholder
approval
which
will
be
sought
at
the
Shareholder
Meeting;
and
(ii) completion
of
the
SPP
Offer
and
the
Top-‐up
Placement
Offer;
and
(b) granted
to
itself
or
its
nominees
up
to
275,000,000
New
Options
(being
550,000,000 New
Options
on
a
pre-‐Consolidation
basis)
under
the
Underwriter
Option
Offer.

In
the
past
two
years,
the
Underwriter
has
received
approximately
$14,880
for
the
provision
of corporate
advisory
services
to
the
Company.

Security
Transfer
Registrars
has
been
appointed
to
conduct
the
Company’s
share
registry functions
and
to
provide
administrative
services
in
respect
to
the
processing
of
Applications received
pursuant
to
this
Prospectus,
and
will
be
paid
for
these
services
on
standard
industry terms
and
conditions.

5.10 **Expenses

of
Offers**

The
estimated
expenses
of
the
Offers,
assuming
full
take
up
of
the
Offers,
are
as
follows:

he estimated expenses of the Offers, assuming full take up	of the Offers,
Underwriters fees ASIC lodgement fee ASX quotation fee Legal expenses Share registry costs Printing, mailing and other expenses Total	$ 107,500(1) 2,290 4,200 12,000 4,000 15,010
	145,000

(1)
Comprising
fees
of
approximately
$45,000
(excluding
GST)
in
relation
to
its
services
as
manager
and
underwriter of
the
SPP
Offer
and
manager
of
the
Top-‐up
Placement
Offer,
and
Shares
to
the
value
of
$62,500
to
be
issued
as
the Underwriter's
management
fee
under
the
Underwriting
Agreement
(being
the
Shares
the
subject
of
the Underwriter
Share
Offer).

5.11 Consents

The
following
consents
have
been
given
in
accordance
with
the
Corporations
Act
and
have
not been
withdrawn
as
at
the
date
of
lodgement
of
this
Prospectus
with
ASIC:

GTP
Legal
has
given,
and
has
not
withdrawn,
their
written
consent
to
being
named
in
this Prospectus
as
solicitors
to
the
Company.
GTP
Legal
has
not
authorised
or
caused
the
issue
of this
Prospectus
or
the
making
of
the
Offers
under
this
Prospectus.
GTP
Legal
makes
no representation
regarding,
and
to
the
extent
permitted
by
law
excludes
any
responsibility
for, any
statements
in
or
omissions
from
any
part
of
this
Prospectus.

Patersons
has
given,
and
at
the
time
of
lodgement
of
this
Prospectus
has
not
withdrawn
its consent
to
be
named
in
this
Prospectus
as
underwriter
of
the
SPP
Offer,
in
the
form
and context
in
which
it
is
named.
It
takes
no
responsibility
for
any
part
of
the
Prospectus
other than
references
to
its
name.
Patersons
was
not
involved
in
the
preparation
of
any
part
of
this Prospectus
and
did
not
authorise
or
cause
the
issue
of
this
Prospectus.
Patersons
makes
no express
or
implied
representation
or
warranty
in
relation
to
the
Company,
this
Prospectus
or the
Offers
and
does
not
make
any
statement
in
this
Prospectus,
nor
is
any
statement
in
it based
on
any
statement
made
by
Patersons.
To
the
maximum
extent
permitted
by
law, Patersons
expressly
disclaims
and
takes
no
responsibility
for
any
material
in,
or
omission
from, this
Prospectus
other
than
the
reference
to
its
name.

Security
Transfer
Registrars
has
given,
and
has
not
withdrawn,
its
written
consent
to
be
named as
share
registry
to
the
Company.
Security
Transfer
Registrars
has
had
no
involvement
in
the preparation
of
any
part
of
this
Prospectus
other
than
being
named
as
share
registry
to
the Company.
Security
Transfer
Registrars
has
not
authorised
or
caused
the
issue
of
this Prospectus
and
the
making
of
the
Offers
under
this
Prospectus.
Security
Transfer
Registrars makes
no
representation
regarding,
and
to
the
extent
permitted
by
law
excludes
any responsibility
for,
any
statements
in
or
omissions
from
any
part
of
this
Prospectus.

6. Authorisation

This
Prospectus
is
authorised
by
each
of
the
Directors
of
the
Company.

This
Prospectus
is
signed
for
and
on
behalf
of
Company
by:

Richard
Wadley,
Director
and
Company
Secretary Dated:
11
June
2015

**7. Glossary

of
Terms**

These
definitions
are
provided
to
assist
persons
in
understanding
some
of
the
expressions used
in
this
Prospectus.

$ means
Australian
dollars.

AEST means
Australian
Eastern
Standard
Time,
being
the
time
in
Melbourne,
Victoria.

Annual
Financial
Report means
the
financial
report
lodged
by
the
Company
with
ASIC
in respect
to
the
year
ended
30
June
2014
and
includes
the
corporate
directory,
Shareholder

information,
Directors’
declaration,
financial
statements
and
the
notes
thereto,
of
the Company
and
its
controlled
entities
for
the
year
ended
30
June
2014,
together
with
a Directors’
report
in
relation
to
that
financial
year
and
the
auditor’s
report
for
the
year
to 30
June
2014.

Applicant means
a
person
who
submits
an
Application
Form
or
makes
a
BPAY
Payment.

Application means
a
valid
application
for
Securities
made
pursuant
to
this
Prospectus
on
an Application
Form.

Application
Form means
the
SPP
Offer
Application
Form
or
a
personalised
Application
Form provided
by
the
Company
in
relation
to
any
of
the
other
Offers
(as
applicable).

Application
Monies means
application
monies
for
Securities
received
by
the
Company.

ASIC means
Australian
Securities
and
Investments
Commission.

ASTC means
ASX
Settlement
Pty
Limited
ACN
008
504
532.

ASX means
ASX
Limited
ACN
008
624
691.

Board means
the
Directors
meeting
as
a
board.

Business
Day means
Monday
to
Friday
inclusive,
other
than
a
day
that
ASX
declares
is
not
a business
day.

CHESS means
ASX
Clearing
House
Electronic
Subregister
System.

Closing
Date means
the
day
specified
in
the
proposed
timetable
or
such
later
date
as
the Directors
may
determine.

Company means
IM
Medical
Ltd
ACN
009
436
908.

Consolidation means
the
consolidation
of
the
Company's
issued
capital
on
a
ratio
of
1:2.

Constitution means
the
constitution
of
the
Company
as
at
the
date
of
this
Prospectus.

Corporations
Act means
Corporations
Act
(Cth)
2001.

Directors mean
the
directors
of
the
Company
as
at
the
date
of
this
Prospectus.

Eligible
Shareholder has
the
meaning
in
Section
1.8.

Issuer
Sponsored means
securities
issued
by
an
issuer
that
are
held
in
uncertificated
form without
the
holder
entering
into
a
sponsorship
agreement
with
a
broker
or
without
the
holder being
admitted
as
an
institutional
participant
in
CHESS.

Listing
Rules means
the
Listing
Rules
of
ASX.

Mandate
Letter has
the
meaning
in
Section
5.3.

New
Option means
an
Option
exercisable
at
$0.002
(being
$0.001
on
a
pre-‐Consolidation basis)
on
or
before
31
March
2019
and
otherwise
with
the
terms
and
conditions
in
Section
5.2.

Offer or Offers has
the
meaning
in
Section
1.3.

Official
List means
the
official
list
of
ASX.

Official
Quotation means
quotation
of
Shares
on
the
Official
List.

Option means
the
right
to
acquire
one
Share.

Patersons means
Patersons
Securities
Limited
ACN
008
896
311.

Prior
Placement means
the
issue
by
the
Company
on
24
December
2013
of
a
total
of 124,000,000
Shares
at
an
issue
price
of
$0.002
each
to
raise
$248,000
(before
costs).

Prior
Placement
Option
Offer has
the meaning
in
Section
1.3.

Prospectus means
this
prospectus
dated
11
June
2015.

Record
Date means
the
day
specified
in
the
proposed
timetable.

Section means
a
section
of
this
Prospectus.

Security means
a
Share
or
Option.

Security
Transfer
Registrars means
Security
Transfer
Registrars
Pty
Ltd
ACN
008
894
488.

Share means
a
fully
paid
ordinary
share
in
the
capital
of
the
Company.

Shareholder means
a
holder
of
Shares.

Shareholder
Meeting has
the
meaning
in
Section
1.1.

Shortfall or Shortfall
Shares means
the
Securities
to
be
issued
under
the
SPP
Offer
for
which valid
Applications
have
not
been
received
by
the
Closing
Date.

Shortfall
Offer is
as
defined
in
Section
1.2.

SPP
Offer has
the meaning
in
Section
1.1.

SPP
Offer
Application
Form has
the
meaning
given
in
Section
1.12(a).

Top-‐up
Placement
Offer has
the
meaning
in
Section
1.1.

Underwriter has
the
meaning
given
in
Section
1.11.

Underwriter
Option
Offer has
the
meaning
in
Section
1.3.

Underwriter
Share
Offer has
the
meaning
in
Section
1.3.

Underwriting
Agreement has
the
meaning
given
in
Section
1.11.

WST means
Western
Standard
Time,
being
the
time
in
Perth,
Western
Australia.

AI assistant

BABYLON PUMP & POWER LIMITED — Capital/Financing Update 2015

64557_rns_2015-06-10_69614ca9-12c5-4640-b660-3f71382c7318.pdf

PROSPECTUS

**CORPORATE

Directors

**Company

**Registered

**Share

**Stock

Underwriter

**Solicitors

CONTENTS

**IMPORTANT

**PROPOSED

**1. Details

**1.1 The

**1.2 Shortfall

**1.3 The

1.4

**Consolidation

1.5

**Purpose

1.6

**Use

1.7

**Opening

1.8

**Shareholder

**1.9 Parcels

**1.10 Scale

1.11

**Underwriting

**1.12 How

(a) **SPP

(b) **Top-­‐up

(c) **Underwriter

(d) **Prior

1.13 Issue

1.14

**Application

1.15

**ASX

1.16

CHESS

1.17

**Overseas

**1.18 Modification

**1.19 Risk

1.20

**Taxation

1.21

**Major

1.22

Privacy

1.23

**Enquiries

**2. Action

**2.1 Application

2.2

**SPP

2.3

**No

2.4

**Enquiries

**3. Risk

**3.1 Risks

(a) **Failure

(b) **ASX

(c) **Negative

(d) **New

(e)

**Future

(f) Liquidity

**3.2 General

(a) **General

(b) **Global

(c) **Securityholders'

(d) **Taxation

(e) **Securities

BABYLON PUMP & POWER LIMITED Capital/Financing Update 2015

(b) **Top-‐up