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CYCLOPHARM LIMITED Capital/Financing Update 2011

Dec 11, 2011

64741_rns_2011-12-11_efa93b20-eab9-4482-8f49-f0d1567117c2.pdf

Capital/Financing Update

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cyclo medica molecular imaging techne gas Cyclopharm Ltd ABN 74 116 931 250 Bldg 75 Business & Technology Park New Illawarra Road Lucas Heights NSW 2234 Australia POB 350 Menai Central NSW 2234 T 61 2 9541 0411 F 61 2 9543 0960 www.cyclopharm.com.au

12 December 2011

CORRECTION – NUMBER OF ISSUED SHARES

Cyclopharm Limited (Company) has recently become aware of an error in the total number of issued shares advised to the market.

The company incorrectly advised in its half year report released on 31 August 2011 that 2,800,000 shares issued under the company's long term incentive plan (including 700,000 shares held by the Managing Director and 2,100,000 shares held by other employees) had been cancelled (see note 6 to the half year financial statements). Those shares have been forfeited under the terms of the Plan Rules, but have not yet been cancelled. The company intends to seek shareholder approval to cancel the forfeited shares at the company's next Annual General Meeting.

The company has a total of 223,579,418 shares on issue and an updated Appendix 3B is attached.

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James McBrayer Managing Director

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

Cyclopharm Limited

ABN

74 116 931 250

We (the entity) give ASX the following information.

Part 1 - All issues

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

1
+Class of+securities issued or to
be issued
2
Number of+securities issued or
to be issued (if known) or
maximum number which may be
issued
3
Principal terms of the+securities
(eg, if options, exercise price and
expiry
date;
if
partly
paid
+securities,
the
amount
outstanding and due dates for
payment;
if
+convertible
securities, the conversion price
and dates for conversion)
Fully paid ordinary shares
52,566,802 shares.
52,566,802 fully paid ordinary shares. Fully
paid at an issue price of $0.04 per share.
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in The shares issued will rank equally with all all respects from the date of existing shares from the date of issue. allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $0.04 per share. 6 Purpose of the issue The funds raised from the Rights Issue will (If issued as consideration for the go towards funding the operating costs of acquisition of assets, clearly Cyclopet and to fund a Technegas clinical identify those assets) trial in the United States. 7 Dates of entering +securities 9 December 2011 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 223,579,418 Fully paid ordinary +securities quoted on ASX shares ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all +securities not quoted on ASX ( including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a All shares issued under the Rights Issue rank trust, distribution policy) on the equally with all other ordinary shares in increased capital (interests) relation to dividend policy.

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities
will be offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17
Policy for deciding entitlements
in relation to fractions
18
Names of countries in which the
entity has+security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
No
Renounceable
One share for every three point two
shares held on the record date.
Fully paid ordinary shares.
7:00 pm (Sydney time) 14 November 2011
No
Rounded up to the nearest whole number.
All countries in which the entity has
security holders other than Australia and
New Zealand.
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

19
Closing
date
for
receipt
of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee
or commission
22
Names of any brokers to the
issue
23
Fee or commission payable to
the broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the
date of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
27
If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell
their entitlements_in full_through
a broker?
2 December 2011
CVC Managers Pty Limited ABN 12 108 360
372
5.0% of the underwritten amount
N/A
N/A
N/A
N/A
An entitlement and acceptance form and
offer
booklet
was
sent
to
eligible
shareholders on18November 2011
N/A
8 November 2011
25 November 2011
The shareholder must provide appropriate
instructions to their stockbroker and
provide to them any information requested
by
them
in
order
to
effect
their
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

instructions.

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
+Despatch date
The shareholder should:
if paying by cheque, complete the
Entitlement and Acceptance Form
in accordance with the instructions
on
that
form,
specifying
the
number of Cyclopharm Limited
shares they wish to apply for, and
lodge the completed form with a
cheque in accordance with the
instructions on that form; and
in relation to the balance of
Cyclopharm Limited rights they
wish to sell, provide appropriate
instructions to their stockbroker
and
provide
to
them
any
information requested by them in
order to effect their instructions.
If a shareholder holds their shares on the
Cyclopharm Limited Issuer Sponsored
Subregister, the shareholder and the
transferee must complete a standard
renunciation and transfer form and forward
that completed form, together with their
completed
Cyclopharm
Limited
Entitlement and Acceptance Form for any
rights that the transferee wishes to take up
and a cheque for the relevant application
monies, to Cyclopharm Limited's share
registry so that they are received by no
later than 25November 2011.
9 December 2011
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

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

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

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

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Appendix 3B New issue announcement

Quotation agreement

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

  • 2 We warrant the following to ASX.

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

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

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  • 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

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  • 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.

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

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

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

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Sign here: ............................................................ Date: 12 December 2011 (Company secretary)

Print name: James McBrayer

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003