CYCLOPHARM LIMITED — Capital/Financing Update 2012

Dec 13, 2012

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 Fully paid ordinary shares be issued 2 Number of[+] securities issued or 11,625,805 shares. to be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities 11,625,805 fully paid ordinary shares. (eg, if options, exercise price and Fully paid at an issue price of $0.18 per expiry date; if partly paid share. +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	The shares issued will rank equally with all existing shares from the date of issue.
	$0.18 per share.
	The funds raised from the Rights Issue will go towards funding the operating costs of Cyclopet, support the legal proceedings Cyclopet has commenced against the Australian Nuclear Science and Technology Organisation and to fund the commencement of the Technegas clinical trial in the United States. While the market for products manufactured by Cyclopet has been encouraging in 2012, competition from government owned enterprises requires additional capital to support this venture. The United States Food and Drug Administration (FDA) clinical trial has commenced with the first installation in October this year. The FDA clinical trial costs are estimated to cost approximately US$4.0 million in total with expenditure of US$0.8 million expected within the next 12 months. The balance of the FDA clinical trial costs is expected to be funded through a subsequent capital raising next year.

• See chapter 19 for defined terms.

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1/1/2003

Appendix 3B New issue announcement

7 Dates of entering[+] securities 14 December 2012 into uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all 58,128,536 Fully paid ordinary shares +securities quoted on ASX ( including the securities in clause 2 if applicable)

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	No
	Renounceable
	One share for every four shares held on the record date.
	Fully paid ordinary shares.
	7:00 pm (Sydney time) 19 November 2012

• See chapter 19 for defined terms.

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16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 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	No
	Rounded up to the nearest whole number.
	All countries in which the entity has security holders other than Australia and New Zealand.
	7 December 2012
	CVC Managers Pty Limited ABN 12 108 360 372
	6.0% of the underwritten amount
	N/A
	N/A
	N/A
	N/A
	An entitlement and acceptance form and offer booklet will be sent to eligible shareholders on 23 November 2012

• See chapter 19 for defined terms.

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1/1/2003

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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?	N/A
	13 November 2012
	30 November 2012
	The shareholder must provide appropriate instructions to their stockbroker and provide to them any information requested by them in order to effect their instructions.
	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.

32 How do +security holders If a shareholder holds their shares on the dispose of their entitlements Cyclopharm Limited Issuer Sponsored (except by sale through a Subregister, the shareholder and the broker)? 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

• See chapter 19 for defined terms.

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monies, to Cyclopharm Limited's share registry so that they are received by no later than 30 November 2012. 33 +Despatch date 23 November 2012

• See chapter 19 for defined terms.

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1/1/2003

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.

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Entities that have ticked box 34(b)

ntities that have ticked box 34(b)
38 Number of securities for which +quotation is sought 39 Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) 42 Number and +class of all +securities quoted on ASX (_including_the securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

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1/1/2003

Appendix 3B New issue announcement

Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

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

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

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

• 4 We give ASX the information and documents required by this form. If any information or document 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: 14 December 2012 (Company secretary) Print name: James McBrayer == == == == ==

• See chapter 19 for defined terms.

24/10/2005

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