IMUGENE LIMITED — Capital/Financing Update 2015

Oct 25, 2015

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'

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	OrdinaryShares UnlistedOptions
	402,222,223OrdinaryShares 52,000,000UnlistedOptions

• See chapter 19 for defined terms.

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Appendix 3B Page 1

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)		402,222,223OrdinaryShares 52,000,000UnlistedOptions: Options Exercise Price ExpiryDate 9,000,000 $0.0125 14/09/2020 9,000,000 $0.0150 14/09/2020 9,000,000 $0.0175 14/09/2020 10,000,000 $0.0150 26/10/2016 10,000,000 $0.0150 26/10/2018 2,500,000 $0.0125 26/10/2019 2,500,000 $0.0175 26/10/2019 52,000,000	402,222,223OrdinaryShares 52,000,000UnlistedOptions: Options Exercise Price ExpiryDate 9,000,000 $0.0125 14/09/2020 9,000,000 $0.0150 14/09/2020 9,000,000 $0.0175 14/09/2020 10,000,000 $0.0150 26/10/2016 10,000,000 $0.0150 26/10/2018 2,500,000 $0.0125 26/10/2019 2,500,000 $0.0175 26/10/2019 52,000,000	402,222,223OrdinaryShares 52,000,000UnlistedOptions: Options Exercise Price ExpiryDate 9,000,000 $0.0125 14/09/2020 9,000,000 $0.0150 14/09/2020 9,000,000 $0.0175 14/09/2020 10,000,000 $0.0150 26/10/2016 10,000,000 $0.0150 26/10/2018 2,500,000 $0.0125 26/10/2019 2,500,000 $0.0175 26/10/2019 52,000,000	402,222,223OrdinaryShares 52,000,000UnlistedOptions: Options Exercise Price ExpiryDate 9,000,000 $0.0125 14/09/2020 9,000,000 $0.0150 14/09/2020 9,000,000 $0.0175 14/09/2020 10,000,000 $0.0150 26/10/2016 10,000,000 $0.0150 26/10/2018 2,500,000 $0.0125 26/10/2019 2,500,000 $0.0175 26/10/2019 52,000,000
		Options		Exercise Price	ExpiryDate
			9,000,000	$0.0125	14/09/2020
			9,000,000	$0.0150	14/09/2020
			9,000,000	$0.0175	14/09/2020
			10,000,000	$0.0150	26/10/2016
			10,000,000	$0.0150	26/10/2018
			2,500,000	$0.0125	26/10/2019
			2,500,000	$0.0175	26/10/2019
			52,000,000

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

• quoted[+] securities? If the additional securities do not Shares issued upon exercise of Unlisted rank equally, please state: Options will rank equally with existing • the date from which they do quoted Shares. • 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

400,000,000'Shares:'$0.0075'per'Share' 2,222,223:'$0.009'per'Share' Options:'Nil'

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 – 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	400,000,000 Shares: Private Placement raising $3,000,000, as approved by shareholders on 15 October 2015. 2,222,223 Shares: Fee payable to COO, Leslie Chong, as approved by shareholders on 15 October 2015. 25,000,000 Options: Issue of Options to Director, Dr Axel Hoos, as approved by shareholders on 15 October 2015. 27,000,000 Options: Issue of Options to COO, Leslie Chong, as approved by shareholder on 15 October 2015.
	Yes
	15October2015
	Nil
	Nil
	402,222,223OrdinaryShares 52,000,000UnlistedOptions Dateofmeeting:15October2015.
	Nil

• See chapter 19 for defined terms.

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Appendix 3B Page 3

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 (_including_the securities in section 2 if applicable)	N/A
	N/A
	SeeAnnexure1.
	26October2015
	Number	+Class
	1,732,134,740	OrdinaryFullyPaid Shares

9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable)		109,000,000 Options:	109,000,000 Options:	109,000,000 Options:
		Options		Exercise Price	ExpiryDate
			9,000,000	$0.0125	14/09/2020
			9,000,000	$0.0150	14/09/2020
			9,000,000	$0.0175	14/09/2020
			10,000,000	$0.0150	26/10/2016
			10,000,000	$0.0150	26/10/2018
			2,500,000	$0.0125	26/10/2019
			2,500,000	$0.0175	26/10/2019
			50,000,000	$0.0200	31/12/2015
			2,500,000	$0.0250	14/07/2019
			4,500,000	$0.0100	10/11/2017
			109,000,000

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

Unchanged

Part 2 - Bonus issue or 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 will N/A be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different registers N/A (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in N/A relation to fractions

• See chapter 19 for defined terms.

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Appendix 3B Page 5

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) 30 How do+security holders sell their entitlements_in full_through a broker?	N/A
	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 6

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• 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 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 (Shares only)

• (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.

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Appendix 3B Page 7

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)
	Number	+Class

• See chapter 19 for defined terms.

Appendix 3B Page 8

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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: 26 October 2015 (Company Secretary)

Print name: Justyn Stedwell

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!The!CFO!Solution

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B Page 9

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

Rule%7.1%–%Issues%exceeding%15%%of%capital%

Step%1:%Calculate%“A”,%the%base%figure%from%which%the%placement% capacity%is%calculated%

Part 1	Part 1
Rule7.1–Issuesexceeding15%ofcapital
Step1:Calculate“A”,thebasefigurefromwhichtheplacement capacityiscalculated
Insertnumberoffullypaidordinary securitiesonissue12monthsbeforedate ofissueoragreementtoissue	946,562,516
Addthefollowing: • Numberoffullypaidordinarysecurities issuedinthat12monthperiodunderan exceptioninrule7.2 • Numberoffullypaidordinarysecurities issuedinthat12monthperiodwith shareholderapproval • Numberofpartlypaidordinary securitiesthatbecamefullypaidinthat 12monthperiod Note: • Includeonlyordinarysecuritieshere– otherclassesofequitysecuritiescannot beadded • Includehere(ifapplicable)thesecurities thesubjectoftheAppendix3Btowhich thisformisannexed • Itmaybeusefultosetoutissuesof securitiesondifferentdatesasseparate lineitems	785,572,223
Subtractthenumberoffullypaidordinary securitiescancelledduringthat12month period	Nil
“A”	1,732,134,739

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Step%2:%Calculate%15%%of%“A”%

Step2:Calculate15%of“A”	Step2:Calculate15%of“A”
“B”	0.15 [Note:thisvaluecannotbechanged]
Multiply“A”by0.15	259,820,211
Step3:Calculate“C”,theamountofplacementcapacityunderrule7.1 thathasalreadybeenused
Insertnumberofequitysecuritiesissuedor agreedtobeissuedinthat12monthperiod notcounting_thoseissued: • Underanexceptioninrule7.2 • Underrule7.1A • Withsecurityholderapprovalunderrule 7.1orrule7.4 _Note: • Thisappliestoequitysecurities,unless specificallyexcluded–notjustordinary securities • Includehere(ifapplicable)the securitiesthesubjectoftheAppendix 3Btowhichthisformisannexed • Itmaybeusefultosetoutissuesof securitiesondifferentdatesasseparate lineitems	Nil
“C”	Nil
Step4:Subtract“C”from[“A”x“B”]tocalculateremaining placementcapacityunderrule7.1
“A”x0.15 Note:numbermustbesameasshownin Step2	259,820,211
Subtract“C” Note:numbermustbesameasshownin Step3	Nil
Total[“A”x0.15]–“C”	259,820,211 [Note:thisistheremainingplacement capacityunderrule7.1]

• See chapter 19 for defined terms.

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Appendix 3B Page 11

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”% Note:&number&must&be&same&as&shown&in& 1,732,134,739! 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! 173,213,474(

Step%3:%Calculate%“E”,%the%amount%of%placement%capacity%under%rule% 7.1A%that%has%already%been%used%

Insertnumberofequitysecuritiesissuedor	Insertnumberofequitysecuritiesissuedor	Nil
agreedtobeissuedinthat12monthperiod
underrule7.1A
Notes:
•	Thisappliestoequitysecurities–not
	justordinarysecurities
•	Includehere–ifapplicable–the
	securitiesthesubjectoftheAppendix
	3Btowhichthisformisannexed
•	Donotincludeequitysecuritiesissued
	underrule7.1(theymustbedealtwith
	inPart1),orforwhichspecificsecurity
	holderapprovalhasbeenobtained
•	Itmaybeusefultosetoutissuesof
	securitiesondifferentdatesasseparate
	lineitems
“E”		Nil

• See chapter 19 for defined terms.

Appendix 3B Page 12

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Step%4:%Subtract%“E”%from%[“A”%x%“D”]%to%calculate%remaining% placement%capacity%under%rule%7.1A%

Step4:Subtract“E”from[“A”x“D”]tocalculateremaining placementcapacityunderrule7.1A	Step4:Subtract“E”from[“A”x“D”]tocalculateremaining placementcapacityunderrule7.1A
“A”x0.10 Note:numbermustbesameasshownin Step2	173,213,474
Subtract“E” Note:numbermustbesameasshownin Step3	Nil
Total[“A”x0.10]–“E”	173,213,474 Note:thisistheremainingplacement capacityunderrule7.1A

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 13

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ASX'ANNOUNCEMENT'

Imugene!Limited!! ACN!009!179!551! Suite!1,!1233!High!Street!! Armadale!VIC!3142

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

Monday!26[th] !October!2015!

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

Type:	Shares
Class/Description:	Ordinary(FullyPaid)
ASXCode:	IMU
DateofIssue	26/10/2015
NumberIssued:	402,222,223
PriceperSecurity:	400,000,000Shares:$0.0075 2,222,223Shares:$0.009

Imugene!Limited!(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!ActY!

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!CompanyY!and!

4. (ii) section!674!Corporations!ActY!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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Justyn!Stedwell! Company!Secretary! Imugene!Limited!

IMUGENE'LIMITED''Telephone'+61'3'9824'5254''Fax''+61'3'9822'7735''Website'www.imugene.com