CYCLOPHARM LIMITED — Share Issue/Capital Change 2007

Jun 28, 2007

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).

⁺Class of ⁺securities issued or to $\hat{\mathbf{I}}$ be issued

Ordinary Shares

Number of ⁺securities issued or $\bar{z}$ to be issued (if known) or maximum number which may be issued

3,000,000

⁺ See chapter 19 for defined terms.

Principal terms of the "securities $\overline{\mathbf{3}}$ (eg, if options, exercise price and expiry date; if partly paid *securities. the amount outstanding and due dates for $\mathbf{H}$ +convertible payment; securities, the conversion price and dates for conversion)

As per existing quoted ordinary shares except subject to restrictions in accordance with the terms of the Cyclopharm Long Term Incentive Plan as approved at the Annual General Meeting of the company on 8 May 2007.

The restrictions include, subject to special circumstances, no dealing in the securities until the earlier of 1, 2 or 3 years (depending on terms agreed with the Directors) from the date of issue and the date of cessation of employment.

⁺ See chapter 19 for defined terms.

Do the *securities rank equally in Yes $\overline{4}$ 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 Оľ interest payment

Issue price or consideration 5

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

3,000,000 shares issued under the terms of the Cyclopharm Long Term Incentive Plan as approved by shareholders in Annual General Meeting on 8 May 2007.

1,400,000 shares at \$0.30

1,000,000 shares at \$0.35 600,000 shares at \$0.45

Dates of entering *securities $\overline{\tau}$ into uncertificated holdings or despatch of certificates

29/06/2007

Number and ⁺class of all 8 *securities quoted on ASX (including the securities in clause 2 if applicable)

Number	+ Class
138,712,616	Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

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

Number	+ Class

$10^{\circ}$ trust, distribution policy) on the increased capital (interests)

Dividend policy (in the case of a $\sqrt{\frac{1}{2}}$ Identical to existing quoted ordinary shares

Part 2 - Bonus issue or pro rata issue

11	holder approval security Ís 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 determine tο entitlements
16.	different Will holdings OP 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 οf receipt acceptances or renunciations

⁺ See chapter 19 for defined terms.

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 participate to 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 οf their entitlements part through a broker and accept for the balance?

⁺ See chapter 19 for defined terms.

*security holders How do 32 dispose of their entitlements through a (except by sale broker)?

⁺Despatch date 33

Part 3 - Quotation of securities

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

Type of securities 34 (tick one)

$(b)$

Securities described in Part 1

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

documents	Tick to indicate you are providing the information or
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.

Entities that have ticked box 34(b)

• Number of securities for which $38$ ⁺quotation is sought
• Class of ⁺securities for which 39 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 interest $\alpha$ payment
• Reason for request for quotation 41 now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

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

Number	+ Class

⁺ See chapter 19 for defined terms.

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{I}$ may quote the +securities on any conditions it decides.
• We warrant the following to ASX. $\bar{\bf 2}$
• 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\ddot{4}$ information or document not available now, will give it to ASX before ⁺quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: . . . . . . . . . . (Director/Company secretary)

Date: 29 June 2007

Print name:

William Richardson

$== == == == == ==$

⁺ See chapter 19 for defined terms.