IMUGENE LIMITED — Capital/Financing Update 2017

Dec 21, 2017

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 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	Fully paid ordinary shares (IMU) (“Shares”) and quoted Options (IMUOA) (“Options”).
	112,846,288 Shares and 56,423,257 Options issued pursuant to Rights issue and underwriting arrangements. 186,111,117 Options issued as attaching Options to Shares issued pursuant to private placement on 6 December 2017.

• See chapter 19 for defined terms.

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3 Principal terms of the[+] securities Fully paid ordinary shares (eg, if options, exercise price and expiry +securities, date; if the partly amount paid Options with an exercise price of $0.026 per option each option exercisable for one outstanding and due dates for + Share in the Company at any time up to and payment; if convertible including 30 November 2020. securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in The Shares will be quoted and rank equally all respects from the date of with all other quoted Shares on issue in the allotment with an existing[+] class Company. of quoted[+] securities? The Options will be quoted and are a new If the additional securities do not class of securities and may only be rank equally, please state: exercised in accordance with their terms  the date from which they do and conditions. Upon exercise of the  the extent to which they options to fully paid ordinary shares, the participate for the next shares will rank equally with existing dividend, (in the case of a quoted fully paid ordinary shares on issue. 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 Shares: $0.018 per Share. Options: Nil 6 Purpose of the issue 112,846,288 Shares and 56,423,257 Options (If issued as consideration for the issued pursuant to Rights issue and acquisition of assets, clearly underwriting arrangements. identify those assets) 186,111,117 Options issued as attaching Options to Shares issued pursuant to private placement on 6 December 2017.

6a Is the entity an[+] eligible entity Yes 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 14 November 2017 resolution under rule 7.1A was passed

• See chapter 19 for defined terms.

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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 7 Dates of entering+securities into uncertificated holdings or despatch of certificates	186,111,117 Options
	Nil
	Nil
	112,846,288 Shares and 56,423,257 Options
	N/A
	N/A
	N/A
	22 December 2017

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	2,854,807,170 242,534,374	Fully paid ordinary shares (IMU) Options exercisable at $0.026 expiring on 30 November 2020 (IMUOA)

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number +Class
	2,500,000 10,000,000 2,500,000 2,500,000 9,000,000 9,000,000 9,000,000 5,000,000 5,000,000 10,000,000 Options exercisable at $0.025 expiring 14/07/2019 Options exercisable at $0.015 expiring 26/10/2018 Options exercisable at $0.0125 expiring 26/10/2019 Options exercisable at $0.0175 expiring 26/10/2019 Options exercisable at $0.0125 expiring 14/09/2020 Options exercisable at $0.015 expiring 14/09/2020 Options exercisable at $0.0175 expiring 14/09/2020 Options exercisable at $0.02 expiring 30/06/2020 Options exercisable at $0.025 expiring 30/06/2020 Options exercisable at $0.02 expiring 4/12/2020
	Unchanged

• See chapter 19 for defined terms.

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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	No
	Non-renounceable
	1 for 21 with 1 attaching Option for every 2 New Shares issued
	Fully paid ordinary shares
	29 November 2017
	N/A
	Fractional entitlements rounded up
	All countries other than Australia and New Zealand
	18 December 2017

• See chapter 19 for defined terms.

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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?	Bell Potter Securities Limited
	7% of the gross proceeds of the Entitlement Offer(excludingGST)
	N/A
	N/A
	N/A
	N/A
	4 December 2017
	24 November 2017
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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

• 33 +Issue date

22 December 2017

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 and Options)

• (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 (N/A)

• See chapter 19 for defined terms.

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

• See chapter 19 for defined terms.

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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: 22/12/17 (Company secretary)

Print name: Justyn Stedwell

• See chapter 19 for defined terms.

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== == == == ==

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

• Insert number of fully paid ordinary 2,165,179,518 securities on issue 12 months before date of issue or agreement to issue Add the following: 317,405,429

• • 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

Subtract the number of fully paid ordinary Nil securities cancelled during that 12 month period “A” 2,482,584,947

• See chapter 19 for defined terms.

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==> picture [390 x 620] intentionally omitted <==

----- Start of picture text -----

Step 2: Calculate 15% of “A”
“B” 0.15
[Note: this value cannot be changed]
Multiply “A” by 0.15 372,387,742
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: 135,248,358 Shares
186,111,117 Options
• Under an exception in rule 7.2 Total: 321,359,475
• Under rule 7.1A
• With security holder approval under rule
7.1 or 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” 321,359,475
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15 372,387,742
Note: number must be same as shown in
Step 2
Subtract “C” 321,359,475
Note: number must be same as shown in
Step 3
Total [“A” x 0.15] – “C” 51,028,267
[Note: this is the remaining placement
capacity under rule 7.1]
----- End of picture text -----

• See chapter 19 for defined terms.

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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” 2,482,584,947 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 0.10 248,258,495 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 to be issued in that 12 month period 236,973,865 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 236,973,865 “E”

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

• See chapter 19 for defined terms.

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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	248,258,495
Subtract“E” Note: number must be same as shown in Step 3	236,973,865
Total[“A” x 0.10] – “E”	11,284,630 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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