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IMUGENE LIMITED Capital/Financing Update 2013

Feb 12, 2013

65124_rns_2013-02-12_11e1611e-8cad-4d44-b608-01f19e28d270.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 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:

Imugene Limited (ASX: IMU)

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 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)
Ordinary Shares (IMU)
3,636,364
Fully Paid Ordinary Shares (IMU)
  • See chapter 19 for defined terms. Appendix 3B Page 1

01/08/2012

4 Do the[+] securities rank equally in all Yes, (IMU) respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:

Yes, (IMU)
• 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)
6a
Is the entity an+eligible entity that has
obtained security holder approval under
rule 7.1A?
If Yes, complete sections 6b – 6hin 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
$0.011 per share
Issued in lieu of cash payment for professional
corporate advisory services rendered.
Yes
30th November 2012
3,636,364
Nil
Nil
Nil
  • See chapter 19 for defined terms. Appendix 3B Page 2

01/08/2012

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 (includingthe securities in section 2
if applicable)
9
Number and+class of all+securities not
quoted on ASX (includingthe securities in
section 2 if applicable)
N/A N/A N/A N/A N/A N/A
N/A
Refer to the attached Annexure 1
12th February 2013
Number +Class
242,273,584 Fully Paid Ordinary Shares (IMU)
Number +Class(FullyPaid Shares - Escrowed)
Amount Escrow Expiration
Date
ASX Code
100,000,000 31 July 2013 IMUAI
100,000,000 Total
Number +Class(Options over OrdinaryShares)
Amount Exercise
Price
Expiration
Date
ASX Code
50,000,000 $0.02 31 Dec 2015 IMUAK
50,000,000 Total
  • 10 Dividend policy (in the case of a trust, Unchanged distribution policy) on the increased capital (interests)

  • See chapter 19 for defined terms. Appendix 3B Page 3

01/08/2012

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
  • See chapter 19 for defined terms. Appendix 3B Page 4

01/08/2012

  • 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?

  • 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. Appendix 3B Page 5

01/08/2012

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, and the number and percentage of additional[+][securities are ][+][equity securities, the names of the 20 largest holders of the 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 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 (if issued upon conversion of another security, clearly identify that other security)

Example: In the case of restricted securities, end of restriction period

  • Number +Class

  • 42 Number and[+] class of all[+] securities quoted on ASX (including the securities in clause 38)

  • See chapter 19 for defined terms. Appendix 3B Page 6

01/08/2012

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 Date: Wednesday 13[th] February 2013 Print Name: Justyn Stedwell

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The CFO Solution

13 Feb 2013

  • See chapter 19 for defined terms.

Appendix 3B Page 7

01/08/2012

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

*All calculations are based on a post consolidation basis.

Rule 7.1 – Issues exceeding 15% of capital

Rule 7.1 – Issues exceeding 15% of capital 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
143,637,220
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
195,000,000
Subtractthe number of fully paid ordinary
securities cancelled during that 12 month period
Nil
“A” 338,637,220
Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply“A” by 0.15 50,795,583
  • See chapter 19 for defined terms. Appendix 3B Page 8

01/08/2012

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 3,636,364 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” 3,636,364

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

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule
7.1
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule
7.1
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule
7.1
“A” x 0.15
Note: number must be same as shown in Step 2
50,795,583
Subtract“C”
Note: number must be same as shown in Step 3
3,636,364
Total[“A” x 0.15] – “C” 47,159,219
[Note:
this is the remaining placement capacity under
rule 7.1]
  • See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

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” 338,637,220 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 33,863,722

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 Nil 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” Nil

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 33,863,722 Subtract “E” Note: number must be same as shown in Step 3 Nil Total [“A” x 0.10] – “E” 33,863,722 Note: This is the remaining placement capacity under rule 7.1A

  • See chapter 19 for defined terms. Appendix 3B Page 10

01/08/2012

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ASX ANNOUNCEMENT

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

Wednesday 13[th] February 2013

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

Type: Shares
Class/Description: Ordinary (Fully Paid)
ASX Code: IMU
Date of Issue: Tuesday 12thFebruary 2013
Number Issued: 3,636,364
Price per Security: $0.011

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

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