IMPEDIMED LIMITED — Capital/Financing Update 2011

Dec 7, 2011

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ASX : IPD
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8 December 2011

ASX RELEASE: Issue of Options

ImpediMed Limited provides herewith an Appendix 3B for the following:

• Issue of 150,000 Options (unquoted) to the CEO with an exercise price of A$0.60; expiring in three tranches:

• 50,000 expiring 30 June 2017;

• 50,000 expiring 30 June 2018; and

• 50,000 expiring 30 June 2019.

• Issue of 80,000 Options (unquoted) to the CEO with an exercise price of A$0.60; expiring in three tranches:

• 26,667 expiring 31 December 2016;

• 26,667 expiring 31 December 2017; and

• 26,666 expiring 31 December 2018.

• Issue of 30,000 Options (unquoted) under the Employee Share Option Plans (ESOP) with an exercise price of A$0.53; expiring in three tranches: o 9,999 expiring 30 June 2017;

• 10,002 expiring 30 June 2018; and

• 9,999 expiring 30 June 2019.

• Release of 28,750 restricted unquoted fully paid ordinary shares.

• Three month extension of the expiry date for certain options under the Employee Share Option Plans (ESOP) that were set to expire 23 November 2011 as follows o 50,000 with an exercise price of $0.8512 now expiring 23 February 2012

• Expiration of 16,667 Options (unquoted) under ESOP with an exercise price of A$0.8512;

• Cancellation or expiration of certain Options (unquoted) with varying expiration dates under ESOP as follows:

• 66,667 with an exercise price of A$0.8512;

• 16,600 with an exercise price of A$0.7798;

• 10,000 with an exercise price of A$0.6972;

• 17,500 with an exercise price of A$0.4800; and

• 17,500 with an exercise price of A$0.7159.

The resulting issued Share and Option structure is as follows:

• Quoted Fully Paid Ordinary Shares 156,317,061

• � Unquoted Fully Paid Ordinary Shares 180,000 � Quoted Options (IPO Options) 12,478,500 � Unquoted Options 10,158,740

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Stephen Denaro Company Secretary

www.impedimed.com

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

ImpediMed Limited

ABN

65 089 705 144

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)	Options (Unquoted)
	230,000 Options (unquoted) granted to CEO 30,000 Options (unquoted) granted under Employee Stock Option Plans(ESOP)
	Issue of 230,000 Options; exercise price is A$0.60; expiring in tranches as follows and 30,000 Options; exercise price is A$0.53. 26,667 expiring 31 December 2016; 26,667 expiring 31 December 2017; 26,666 expiring 31 December 2018; 59,999 expiring 30 June 2017; 60,002 expiring 30 June 2018; and 59,999 expiring 30 June 2019.

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Yes, once exercised the options will rank all respects from the date of equally with the ordinary shares currently allotment with an existing[+] class on issue. 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 Nil consideration 6 Purpose of the issue Issue of unlisted options as approved by (If issued as consideration for the shareholders at a general meeting held on acquisition of assets, clearly 8 November 2011 and issue under the identify those assets) Employee Share and Option Plans as part of remuneration.

7 Dates of entering +securities 23 November 2011 into uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all 156,288,311 Ordinary Shares +securities quoted on ASX ( including the securities in 12,478,500 IPDO Options clause 2 if applicable) 180,000 Ordinary Shares ‐ restricted

• See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

Number +Class 9 Number and +class of all 10,158,740 (including Options +securities not quoted on ASX 260,000 issued, ( including the securities in 16,667 expired & clause 2 if applicable) 128,267 cancelled

10 Dividend policy (in the case of a 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 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	n/a
	n/a
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	n/a

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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) 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
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• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

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

n/a

• 33 +Despatch 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

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

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 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)	n/a
	n/a
	n/a
	n/a
	Number	+Class
	n/a	n/a

• See chapter 19 for defined terms.

Appendix 3B Page 6

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.

Sign here: ............................... . Date: 8/12/2011 (Director/Company Secretary)

Print name: Stephen Denaro.........................

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7