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IMMUTEP LIMITED Capital/Financing Update 2010

May 20, 2010

65122_rns_2010-05-20_8668a078-6ff5-4e2a-bce6-99a3645baa2d.pdf

Capital/Financing Update

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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

Prima BioMed Limted (ASX:PRR)

ABN

90 009 237 889

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)
a) Fully paid Ordinary Shares
b) Unlisted Options over Ordinary Shares
a) 5,275,057
b) 1,055,011
a) Ordinary Shares ranking pari passu with
existing Ordinary Shares.
b) Unlisted Options exercisable at $0.2351
per option on or before 19 May 2015
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

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)
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 clause
2 if applicable)
a) Yes, PRR
b) Following exercise into Ordinary Shares,
will rank pari passu with existing Ordinary
Shares (PRR).
a) Yes, PRR
b) Following exercise into Ordinary Shares,
will rank pari passu with existing Ordinary
Shares (PRR).
Consideration for the repayment of $700,000
The purpose of the issue is to repay funds
provided to the Company pursuant to a
Convertible Loan Agreement, details of which
were announced to the market on 21 July 2009
20 May 2010
**Number ** +Class
692,822,179
120,059,832
Fully Paid Ordinary Shares
(PRR)
Options exercisable at $0.02 on
or before 31 December 2011
(PRRO)
9
Number and
+class of all
+securities not quoted on ASX
(_including_the securities in
clause 2 if applicable)
**Number ** +Class +Class +Class
Amount Exercise
Price
Expiration Date ASX
Code
300,000 $0.2000 6 August 2010 PRRAK
15,000,000 $0.0629 20 July 2014 PRRAI
1,547,988 $0.1053 10 August 2014 PRRAM
1,766,784 $0.1325 9 September 2014 PRRAQ
1,884,253 $0.2231 10 October 2014 PRRAO
1,884,253 $0.2685 9 November 2014 PRRAS
1,884,253 $0.2360 8 December 2014 PRRAU
1,061,411 $0.2271 12 January 2015 PRRAY
1,118,211 $0.2345 12 February 2015 PRRAW
1,075,269 $0.2277 18 March 2015 PRRAZ
1,076,095 $0.2196 19 April 2015 PRRAA
100,000 $0.1000 1 February 2011 PRRAB
2,500,000 $0.2500 6 May 2015 PRRAC
1,055,011 $0.2351 19 May 2015 “TBA”
32,253,528 Total
  • 10 Dividend policy (in the case of a Not applicable trust, distribution policy) on the increased capital (interests)

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
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

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
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)
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

  • 30 How do[+] security holders sell their Not applicable entitlements in full through a broker?

  • 31 How do[+] security holders sell part Not applicable of their entitlements through a broker and accept for the balance?

  • 32 How do[+] security holders dispose Not applicable of their entitlements (except by sale through a broker)?

  • 33 +Despatch date Not applicable

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)

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

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)
Not applicable
Not applicable
Not applicable
Not applicable
**Number ** +Class
Not applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

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: (Company Secretary) Print name: Phillip Hains

Date: Friday 21[st] May 2010

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The CFO Solution

21.05.2010

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

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ASX ANNOUNCEMENT

Notice Under Section 708A(5) of the Corporations Act [ASX Code: PRR]

Friday 21[st] May 2010

This notice is given under paragraph (5)(e) of section 708A of the Corporations Act.

The Following securities of the Company were issued under agreements in accordance with the terms of its convertible loan agreement with Spring Tree Special Opportunities Fund, LP, which was announced to the market on 21 July 2009.

Type: Ordinary Shares Unlisted Options
Class/Description: Ordinary (Fully Paid) Exercisable at $0.2351 on
orbefore19May2015
ASX Code: PRR To be advised
Date of Issue: 20 May 2010 20 May 2010
Number Issued: 5,275,057 1,055,011
Issue Price per Security: $0.1301 Nil

The Company intends to apply to Australian Stock Exchange Limited for quotation of the above shares.

Accordingly the Company gives notice under section 708A(5)(e) of the Corporations Act 2001 (Cth) (the "Corporations Act") that:

  1. the abovementioned ordinary shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

  2. as at the date of this notice the Company has complied with:

  3. (i) the provisions of Chapter 2M Corporations Act as they apply to the Company; and

  4. (ii) section 674 Corporations Act; and

  5. as at the date of this notice there is no "excluded information" (as defined in subsection 708A(7) of the Corporations Act) which is required to be disclosed by the Company.

For and on behalf of the Company,

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Phillip Hains Company Secretary