GENETIC TECHNOLOGIES LIMITED — Capital/Financing Update 2013

Dec 22, 2013

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ASX ANNOUNCEMENT 23 December 2013

Issue of Redeemable Convertible Note and Receipt of Funds

Genetic Technologies Limited (ASX: GTG; NASDAQ: GENE) is pleased to advise that the Redeemable Convertible Note (the “Note”) described in the Company’s ASX announcement dated 10 September 2013, which was subsequently approved by the Company’s shareholders at an Extraordinary General Meeting that was concluded on 29 November 2013, has now been issued.

The Note, which has a face value of USD 5 million, was issued to Ironridge BioPharma Co., a division of institutional investor, Ironridge Global IV, Ltd. (“Ironridge”).

Cleared funds amounting to AUD 5,627,462, before the payment of associated costs, have now been received from Ironridge in respect of the Note.

A Registration Statement on Form F-3 in respect of the securities covered by the Note has now been filed in the US and an ASX Appendix 3B in respect of the ordinary shares covered by the Note is attached.

GTG Chairman, Dr. Mal Brandon commented on the announcement saying that “GTG is pleased to have finalised this transaction with Ironridge. The funds raised from the Note, together with the net proceeds from the recently completed private placement and share purchase plan, adequately positions GTG with funds to expand its US operations and continue the growth of its flagship test BREVAGen[TM] . In addition, the funds will be used to complete studies that will add new ethnicities to increase the size of the available market and improve reimbursement performance”.

“According to Booz Allen’s latest Market Trends in Genetic Services report, the genetic testing market is growing rapidly”, said Mr. John Kirkland, Managing Director of Ironridge Global Partners. “Clinical applications remain somewhat limited, while demand from physicians and patients is increasing. For example, United Health’s survey on Personalized Medicine: Trends and Prospects for the New Science of Genetic Testing and Molecular Diagnostics found that three out of four physicians believe at least some patients in their practice would benefit from genetic testing, but had not yet been tested. We have been following Genetic Technologies for several years and are impressed with the substantial progress they have made in this emerging industry. We are grateful to be able to fund further growth and development.”

FOR INFORMATION REGARDING THIS ANNOUNCEMENT PLEASE CONTACT

Tom Howitt Laura Forman (USA) Chief Executive Officer (Acting) Blueprint Life Science Group Genetic Technologies Limited +1 (415) 375 3340, Ext. 103 Phone: +61 3 8412 7000

Genetic Technologies Limited • Website : www.gtglabs.com • Email : info@gtglabs.com ABN 17 009 212 328 Registered Office • 60-66 Hanover Street Fitzroy Victoria 3065 Australia • Postal Address P.O. Box 115 Fitzroy Victoria 3065 Australia Phone +61 3 8412 7000 • Fax +61 3 8412 7040

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About Genetic Technologies Limited

Genetic Technologies is an established diagnostics company with more than 20 years of experience in commercializing genetic testing, non‐ coding DNA and product patenting. The Company has operations in Australia and the U.S. and is dual‐listed on the ASX (Code: GTG) and NASDAQ (Ticker: GENE). Genetic Technologies is focused on the commercialization of its patent portfolio through an active out‐licensing program and the global expansion of its oncology and cancer management diagnostics assets. Its U.S. subsidiary, Phenogen Sciences Inc., offers novel predictive testing and assessment tools to help physicians proactively manage women’s health. Phenogen’s lead product, BREVAGen™, is a first in class, clinically validated risk assessment test for non‐familial breast cancer.

For more information, please visit http://www.gtglabs.com and http://www.phenogensciences.com

Safe Harbor Statement

Any statements in this press release that relate to the Company's expectations are forward‐looking statements, within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees. Since this information may involve risks and uncertainties and are subject to change at any time, the Company's actual results may differ materially from expected results. Additional risks associated with Genetic Technologies' business can be found in its periodic filings with the SEC.

Genetic Technologies Limited • Website : www.gtglabs.com • Email : info@gtglabs.com ABN 17 009 212 328 Registered Office • 60-66 Hanover Street Fitzroy Victoria 3065 Australia • Postal Address P.O. Box 115 Fitzroy Victoria 3065 Australia Phone +61 3 8412 7000 • Fax +61 3 8412 7040

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

Name of entity

GENETIC TECHNOLOGIES LIMITED

ABN

17 009 212 238

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 Convertible Note options

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

• 87,500,000 ordinary shares

• (if known) or maximum number which may be issued

• 3 Principal terms of the[+] securities (eg, if As outlined in the Notice for the options, exercise price and expiry date; if Extraordinary General Meeting at

• partly paid[+] securities, the amount outstanding which the options were approved

• and due dates for payment; if[+] convertible dated 19 September 2013

• 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 date of allotment with an existing[+] class of quoted[+] securities?

Any ordinary shares issued on exercise of the options with rank equally with all existing ordinary shares

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

In respect of 50,000,000 ordinary shares covered by the Convertible Note, USD 5,000,000. In respect of the balance of 37,500,000, a further USD 5,000,000 would be paid on drawdown

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in_ relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2	To provide the Company with additional working capital to further accelerate the roll-out of its principal breast cancer risk assessment test BREVAGenTMin the United States
	No
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

• 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

• 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

• 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates

• 8 Number and[+] class of all[+] 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)

Not applicable
Not applicable
77,917,925
Not applicable
Number	+Class
572,694,121	Ordinary shares
Number	+Class
500,000 2,625,000 1,000,000 1,750,000 2,650,000 250,000 750,000 1,250,000	Options at $0.045, exp. 8/5/2015 (GTGAI) Options at $0.19, exp. 31/3/2016 (GTGAW) Options at $0.20, exp. 31/7/2016 (GTGAM) Options at $0.12, exp. 20/2/2017 (GTGAK) Options at $0.14, exp. 29/8/2017 (GTGAO) Options at $0.10, exp. 1/12/17 (GTGAQ) Options at $0.10, exp. 25/1/18 (GTGAS) Options at $0.105, exp. 11/7/18 (GTGAY)

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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.
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

• See chapter 19 for defined terms.

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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?

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

33 +Despatch date

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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

Entities that have ticked box 34(b)

• See chapter 19 for defined terms.

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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.

Sign here:

Date: 23 December 2013

Acting Chief Executive Officer

Print name: Thomas G. Howitt

== == == == ==

• 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

Part 1

Rule 7.1 – Issues exceeding 15% of capital

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

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 date of issue or agreement to issue	474,971,819
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	19,777,857 70,999,999
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period
“A”	565,749,675
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	84,862,451

• See chapter 19 for defined terms.

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Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number 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

• “C” 6,944,526

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15	84,862,451
Note: number must be same as shown in Step 2
Subtract“C”	6,944,526
Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	77,917,925
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

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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 “A” Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number 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 “E”

• 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 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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