BIOXYNE LIMITED — Share Issue/Capital Change 2013

Dec 26, 2013

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C/- Traverse Accountants
Suite 404, Level 4
25 Lime Street Sydney NSW 2000
W: www.bioxyne.com
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Australian Securities Exchange Companies Announcements Office Exchange Centre Level 6 20 Bridge Street Sydney, NSW 2000

24 December 2013

Appendix 3B for Quotation of Shares and Issue of Options

Following the Extraordinary General Meeting held on 23 December 2013, the Company issues the following securities, all of which were approved by members on the day:

• 14,100,000 Shares issued pursuant to the terms of the Transaction Funding Placement;

• 23,183,514 Shares issued in lieu of cash remuneration to the Board and ex CEO;

• 11,553,886 free attaching Options to investors who participated in the Transaction Funding Placement and pursuant to the terms of that placement;

• 2,000,000 Options to Veritas Securities Limited issued pursuant to the terms of the Transaction Funding Placement

An Appendix 3B seeking quotation of the Shares and disclosure of the Options issued is enclosed and all of the above updates have been included.

The Company share registry has already been instructed to allot and issue the respective Securities.

Yours Sincerely, Jarrod White Company Secretary

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

Bioxyne Limited (“Bioxyne”)

ABN

97 084 464 193

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of +securities issued or to Ordinary Shares ( Shares ) be issued Options to acquire Shares ( Options )

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

2 Number of+securities issued or to be issued (if known) or maximum number which may be issued		Securities to be marked as issued (quoted): a. 14,100,000 Shares, at an issue price of $0.022 per Share pursuant to the terms of the Transaction Fund Placement; b. 23,183,514 Shares, at an issue price of $0.006 per Share, as approved by members at the Extraordinary General Meeting on 23 December 2013. Securities to be marked as issued (unquoted): c. 11,553,886 Options, issued as free attaching options to shares issued pursuant to the terms of the Transaction Funding Placement, and each exercisable at $0.04 per Option, on or before 31 March 2015; d. 2,000,000 Options, issued as free broker options per mandate with Vertitas Securities Limited, and pursuant to the terms of the Transaction Funding Placement.

• 3 Principal terms of the The principal terms of each class of Shares +securities (e.g. if options, and Options referred to in paragraphs (a) to exercise price and expiry date; if (d) (both inclusive) of Item 2 are as set out partly paid +securities, the in Item 2. amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

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

• the date from which they do

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

The Shares issued will rank pari passu in all respects from the issue date with all other Ordinary Shares.

Options will rank with other issued Options and are subject to the terms as set out in Part H of the Explanatory Memorandum for the Extraordinary General Meeting held 23/12/13.

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The shares referred to in (a) of Item 2 were subscribed for at $0.022 pursuant to the terms of the Transaction Fund Placement as announced earlier in the year. These shares relate to holdings held by significant shareholders and related parties and required the approval of members prior to their issue which was received at the Extraordinary General Meeting on 23/12/13. The shares referred to in (b) of Item 2 were subscribed for at $0.006 as approved by members at the Extraordinary General Meeting on 23/12/13. The options referred to in (c) of Item 2 were free attaching options to shares issued in relation to the Transaction Funding Placement which were issued at (a) of Item 2 and also in an earlier issue announced in Appendix 3B on 7 March 2013 and as approved by members at the Extraordinary General Meeting on 23/12/13. The options referred to in (d) of Item 2 were issued for NIL consideration per mandate with Veritas Securities Limited as free options as part consideration for being lead manager to the Transaction Funding Placement completed earlier in the year and as approved by members at the Extraordinary General Meeting on 23/12/13.
	For Shares and Options at (a), (c) and (d) of Item 2 to issue the Shares and Options previously subscribed for in the Transaction Funding Placement which was completed to fund the transaction costs associated with the proposed but now terminated acquisition of Vitality Devices Pty Ltd and as approved by members at the Extraordinary General Meeting on 23/12/13. For Shares at (b) of Item 2 to issue Shares to Directors and the CEO as part payment of remuneration owed in lieu of cash consideration being payable approved at the ExtraordinaryGeneral Meetingon 23/12/13.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

7 +Issue dates As described at Item 5. Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 185,344,055 Ordinary Shares +securities quoted on ASX ( including the +securities in section 2 if applicable)

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	14,999,046 2,700,000 125,000 1,000,000 13,553,886	Ordinary Shares, subject to ASX imposed escrow until 4 April 2014 Options each exercisable at $0.70 per Option on or before 14 May 2014 Options each exercisable at $0.40 per Option, on or before 24 May 2014 Options each exercisable at $0.40 per Option on or before 1 January 2015 Options each exercisable at $0.04 per Option on or before31 March 2015

10 Dividend policy (in the case of a As determined by the Directors of Bioxyne trust, distribution policy) on the from time to time in accordance with increased capital (interests) Bioxyne’s constitution.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2 - Pro rata issue

art 2 - Pro rata issue
11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 3 - Quotation of securities

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

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

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

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

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

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:

• the date from which they do

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

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

41 Reason for request for quotation now

N/A

Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

42

Number +Class Number and +class of all N/A N/A +securities quoted on ASX ( including the[+] securities in clause 38)

Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

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

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

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

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

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

Sign here: ............................ ...............................

Date: 24 December 2013

( ~~Director~~ /Company secretary)

Print name: Jarrod White

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

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

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

Part 1

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	154,051,815
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	12,600,000 (approved by members for purposes of LR7.1 and 7.2 at 23/12/13 EGM) 9,007,772 (issued 7/3/13 and subsequently approved by members for purposes of LR7.4 at 23/12/13 EGM) 24,683,514 (approved by members for purposes of LR10.11 and LR7.2 at 23/12/13 EGM) Nil
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
“A”	200,343,101

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	30,051,465
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	0
“C”	0
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	30,051,465
Subtract“C” Note: number must be same as shown in Step 3	0
Total[“A” x 0.15] – “C”	30,051,465 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 12

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	200,343,101
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	20,034,310
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	0
“E”	0

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	20,034,310
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	20,034,310 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 14

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CER/COMPUTERSHARE INVESTOR SERVICES PTY LTD  ***           Range Of Units Summary           ***                (RSP510:14.02:241213)
  BIOXYNE LIMITED/BXN                                 RUN NUMBER 2993       No date              A.C.N. 084 464 193    PAGE :      1
                       1        1001        5001       10001      100001                                       * TOTAL *
                      to          to          to          to          to
                    1000        5000       10000      100000       (MAX)
OPL                /UNL OPT X31/03/15 @ $0.04

   Holders
      Issuer                                                          11                                              11
      Total                                                           11                                              11
   Units
      Issuer                                                    13553886                                        13553886
      Total                                                     13553886                                        13553886

TOTAL HOLDERS FOR CLASSES SELECTED                                                          11

TOTAL UNITS    "    "         "                                                       13553886
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