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IMMUTEP LIMITED Capital/Financing Update 2013

May 16, 2013

65122_rns_2013-05-16_60469f4a-91c5-4917-91f6-4ab3f031f7ba.pdf

Capital/Financing Update

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Level 7, 151 Macquarie Street Sydney NSW 2000 Australia

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17 May 2013

ASX Market Announcements ASX Limited Level 4, Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

Notice under section 708A(5)(e) of the Corporations Act and Appendix 3B

This notice is given by Prima BioMed Ltd ABN 90 009 237 889 ( Company ) under section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ).

Pursuant to Shareholder approval received at yesterday's general meeting, the Company has today issued 13,287,500 fully paid ordinary shares ( Shares ) to its directors and 1,250,000 Shares to certain institutional investors on the same terms and price as the recently completed Share purchase plan ( SPP ).

The issue price for new Shares under the SPP, which was calculated as the volume weighted average price of existing Shares traded on ASX over the 10 trading days prior to the date of their issue, less a discount of 5%, was $0.08 per Share.

The proceeds from the SPP and the additional placements pursuant to the resolutions passed at yesterday’s general meeting amount to $6,166,676. As approved by Shareholders yesterday and based on appropriate market conditions, the Company may look to place additional Shares on the same terms as the SPP to sophisticated and professional investors within the next three months.

These proceeds enable the Company to co-fund up to three phase 2 trials of CVac™ in additional cancer indications in conjunction with the EUR 3.8 million grant recently awarded by the Saxony Development Bank in Germany.

For the purposes of section 708A(6) of the Corporations Act, the Company advises that:

  • (a) the Shares issued to the institutional investors and to directors as advised in this Notice were issued to investors without disclosure under Part 6D.2 of the Corporations Act;

  • (b) this notice is being given under section 708A(5)(e) of the Corporations Act;

  • (c) as at the date of this notice, the Company has complied with:

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

(ii) section 6 74 of the Corporations Act,

(d) as at the date o f this notice, there is no excluded informatio n of the type referred to in s e ctions 708A(7) and 708A(8) of the Corporat i ons Act.

An Appendix 3B in relation t o the issue of Shares is attached.

Yours sincerely

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Deanne Miller General Counsel & Company Secretary

About Prima BioMed

Prima BioMed is a globally a c tive leader in the development of personalis e d bio-therapeutic products for cancer. Prima B i oMed is dedicated to leveraging its technolo g y and expertise to bring innovative treatment op t ions to market for patients and to maximise v alue to shareholders. Prima BioMed's lead product is CVac™, an autologous dendritic cell-based product currently in clinical tr i als for ovarian cancer patients in remission a nd soon to be in trials for other cancer types.

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, 04/03/13

Name of entity

Prima BioMed Ltd ( Company )

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
(e.g. 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 in the Company
(Shares).
77,083,450 Shares were issued under the
SPP (defined below). This number includes
the Shares issued to directors following
member approval at the Company's general
meeting (held on Thursday, 16 May 2013) as
well as those issued to certain sophisticated
andprofessional investors.
Fully paid ordinary shares.
  • See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

  • 4 Do the[+] securities rank equally in all respects from the[+] issue date with an existing[+] class of quoted[+] securities?

Yes.

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)

$0.08 per Share.

As set out in the offer booklet for the share purchase plan ( SPP ) given to ASX on 11 April 2013, the gross proceeds of the SPP (and together with the gross proceeds of the Company's entitlement offer ( Entitlement Offer ) of options which is currently being conducted, further details of which are set out in the prospectus issued in relation to the Entitlement Offer) will be used to: - co-fund up to three phase 2 trials of CVac in additional cancer indications and continue the ongoing clinical program; - continue CVac manufacturing optimisation programs to move toward a commercially successful and global product manufacturing platform; - provide general working capital for the Company and add security to the balance sheet; and - pay the costs of the SPP (and the Entitlement Offer).

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
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
No.
N/A.
N/A.
N/A.
N/A.
N/A.

N/A.
N/A.
N/A.
  • See chapter 19 for defined terms.

Appendix 3B Page 3

04/03/2013

7 +Issue dates Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

7 +Issue dates Issue dates Friday, 17 May 2013. Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. Number +Class 8 Number and +class of all 1,143,146,838 Ordinary fully paid +securities quoted on ASX shares (ASX: PRR). ( 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)

Number +Class - Options +Class - Options +Class - Options
Amount Exercise Price Expiration Date ASX Code
1,884,253 $0.2685 9November 2014 PRRAS
1,884,253 $0.2360 8 December 2014 PRRAU
1,061,411 $0.2271 12January2015 PRRAY
1,118,211 $0.2345 12 February2015 PRRAW
1,075,269 $0.2277 18 March 2015 PRRAZ
500,000 $0.2500 6 May2015 PRRAC
1,055,011 $0.2351 19May2015 PRRAD
32,500,000 $0.2000 6 December 2013 PRRAL
2,000,000 $0.1000 6 December 2014 PRRAL
500,000 $0.1000 26 August 2014 PRRAL
740,741 $0.3390 1 February2016 PRRAL
100,000 $0.2790 3November 2014 PRRAL
100,000 $0.2329 3 January2015 PRRAL
2,800,000 $0.1850 1 August 2015 PRRAL
200,000 $0.1730 20 February2016 PRRAL
47,519,149 Total

10 Dividend policy (in the case of a No change. trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval N/A. required? 12 Is the issue renounceable or nonN/A. renounceable? 13 Ratio in which the[+] securities N/A. will be offered 14 +Class of +securities to which the N/A. 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 offer
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 offer documents will be
sent to persons entitled
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
N/A.
  • See chapter 19 for defined terms.

Appendix 3B Page 5

04/03/2013

27 If the entity has issued options, N/A. 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 N/A. applicable) 29 Date rights trading will end (if N/A. applicable) 30 How do security holders sell N/A. their entitlements in full through a broker? 31 How do security holders sell part N/A. of their entitlements through a broker and accept for the balance? 32 How do security holders dispose N/A. of their entitlements (except by sale through a broker)? 33 +Issue date N/A.

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)

  • 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[+] issue date 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

  • See chapter 19 for defined terms.

Appendix 3B Page 7

04/03/2013

  • 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)

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 is not available now, we 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: ............................................................ Company secretary Print name: Deanne Miller == == == == ==

Date: 17 May 2013

  • See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013