IMUGENE LIMITED — Capital/Financing Update 2003

May 18, 2003

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, §/7/2000, 30/9/2001, §1/3/2002.

Name of entity

IMUGENE LIMITED

$ABN$

99 009 179 551

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	A	Ordinary shares
	issued	В	Preference Shares - Series A
			Preference Shares - Series B
		D	Preference Shares – Series C
2	Number of "securities issued or to be	A	14,763,494
	issued (if known) or maximum number	B	5,324
	which may be issued	C	1,774
		D	1,774
٦	Principal terms of the "securities (eg, if	A	Fully paid ordinary shares
	options, exercise price and expiry date; if	B.	Preference Shares
	partly paid securities, the amount		Upon milestones being reached, each
	outstanding and due dates for payment;		convert into 1,662 fully paid ordinary
	if "convertible securities, the conversion		shares
	price and dates for conversion)		For each series of Preference Shares, a
			separate commercial milestone must be
			reached in an 18 month period.
			Market capitalisation of \$33M must be $\overline{\phantom{0}}$
			reached within 12 months.
			Further details milestones On. are
			contained in the Company's Notice of
			Meeting dated 16 May 2003.

• See chapter 19 for defined terms.

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	Yes А В No – New Class $\overline{C}$ No - New Class D No – New Class
5	Issue price or consideration	5,323,261 VectoGen 18,061 shares and
		VectoGen options
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Acquisition of 59% of VectoGen Limited, which will result in VectoGen Limited becoming a wholly owned subsidiary of the Company.
7	Dates of entering "securities into uncertificated holdings or despatch of certificates	25 June 2003 (estimate only as subject to shareholder approval at a general meeting on 23 June 2003).
8	Number and " class of all " securities ASX (including the quoted on securities in clause 2 if applicable)	Number $^\circ{\rm Class}$ 92,579,082 Ordinary shares (Some of the shares being issued may be subject to escrow, which is yet to be determined by ASX).

$\pm$ See chapter 19 for defined terms.

	Number	*Class
Number and "class of all "securities	5,324	Preference Shares - Series A
not quoted on ASX (including the	1,774	Preference Shares - Series B
securities in clause 2 if applicable)	1,774	Preference Shares - Series C
	4,191,611	Options exercisable at 11.25
		cents
	4.633.333	Performance Options

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

Not Applicable

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$	Is security holder approval required?	Not Applicable
12	the issue renounceable or non- Ĭs. renounceable?	Not Applicable
13	Ratio in which the "securities will be offered	Not Applicable
4	Class of "securities to which the offer relates	Not Applicable
15	Record date to determine entitlements	Not Applicable
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not Applicable
17	Policy for deciding entitlements in relation to fractions	Not Applicable
18	Names of countries in which the entity has "security holders who will not be sent new issue documents	Not Applicable
	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	Not Applicable

$\pm$ See chapter 19 for defined terms.

20.	Names of any underwriters	Not Applicable
21	Amount of any underwriting fee or commission	Not Applicable
22.	Names of any brokers to the issue	Not Applicable
23	Fee or commission payable to the broker to the issue	Not Applicable
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	Not Applicable
25.	If the issue is contingent on " security" holders' approval, the date of the meeting	Not Applicable
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	Not Applicable
27.	If the entity has issued options, and the entitle option holders terms ťΟ participate on exercise, the date on which notices will be sent to option holders	Not Applicable
28.	Date rights trading will begin (if applicable)	Not Applicable
29	will end $(ii$ trading rights Date applicable)	Not Applicable
30	How do security holders sell their entitlements in full through a broker?	Not Applicable
31	How do * security holders sell part of their entitlements through a broker and accept for the balance?	Not Applicable

$\pm$ See chapter 19 for defined terms.

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

33 Despatch date Not Applicable

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

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

(If the additional securities do not form a new class, go to 43)

				Tick to indicate you are providing the information or
documents

							$\uparrow$ If the + securities are $\ddot{\circ}$ 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

35

If the "securities are "equity securities, a distribution schedule of the additional "securities setting out the number of holders in the categories $1 - 1,000$ $1.001 - 5.000$

1,001 - J.000
5,001 - 10,000
10,001 - 100,000
$100.001$ and over

37

A copy of any trust deed for the additional "securities

(now go to $43$ )

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38.	securities for which Number οf
	* quotation is sought	Not Applicable
39.	Class of + securities for which quotation is sought	Not Applicable
40	Do the "securities rank equally in all respects from the date of allotment with an existing "class of quoted "securities?	Not Applicable
	If the additional securities do not rank equally, please state:
	the date from which they do ٠
	the extent to which they participate ٠
	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	Not Applicable
	Example: In the case of restricted securities, end of restriction period
	(if issued upon conversion of another
	security, clearly identify that other security)
		Number	$^{\circ}$ Class
42.	Number and "class of all "securities	Not Applicable
	quoted on ASX (including the securities in clause 38)

(now go to 43)

$\pm$ See chapter 19 for defined terms.

All entities

Fees

43 Payment method (tick one)

	Cheque attached
	Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
	Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• $\mathbf{I}$ "Quotation of our additional "securities is in ASX's absolute discretion. ASX may quote the "securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the "securities to be quoted complies with the law and is not for $\bullet$ an illegal purpose.
• There is no reason why those "securities should not be granted" quotation. $\bullet$
• An offer of the "securities for sale within 12 months after their issue will not $\bullet$ 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 elve 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.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the "securities to be quoted, it has been provided 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.

⁺ See chapter 19 for defined terms.

• $\overline{\mathbf{3}}$ 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.
• $\overline{4}$ 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: 19 May 2003
	( Director /Company secretary)

MARK PEARCE Print name:

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⁺ See chapter 19 for defined terms.