IMUGENE LIMITED

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PROSPECTUS

ACN 009 179 551

Fully underwritten non-renounceable pro rata entitlement offer of 1 New Share for every 21 Existing Shares (and 1 New Option for every 2 New Shares issued) at an offer price of $0.018 per New Share to raise approximately $2.03 million (before the exercise of any New Options)

Last date for acceptance and payment: 5.00pm (AEDT time) on Monday, 18 December 2017

If you are an Eligible Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. If, after reading this document, you have any questions about the securities being offered for issue under it or any other matter, you should contact your stockbroker, solicitor, accountant or other professional adviser.

This Prospectus also provides for the issue of the Placement Options on the terms announced by the Company on 23 November 2017

THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

Lead Manager

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Legal Adviser

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IMPORTANT NOTICES -------------------------------------------------------------------------------------- 1	IMPORTANT NOTICES -------------------------------------------------------------------------------------- 1
Letter	from the Chairman ---------------------------------------------------------------------------------- 2
1	Investment overview ------------------------------------------------------------------------------- 4
2	Imugene – the business --------------------------------------------------------------------------- 9
3	Details and effect of the Entitlement Offer -----------------------------------------------------12
4	How to apply ---------------------------------------------------------------------------------------15
5	Financial information ------------------------------------------------------------------------------18
6	Risk factors -----------------------------------------------------------------------------------------21
7	Material agreements ------------------------------------------------------------------------------26
8	Additional information ----------------------------------------------------------------------------30
9	Glossary --------------------------------------------------------------------------------------------37
Corporate directory ---------------------------------------------------------------------------------------- 39
Annexure ---------------------------------------------------------------------------------------------------- 40
	New Option terms 40

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IMPORTANT NOTICES General

This Prospectus is dated 23 November 2017. A copy of this Prospectus was lodged with ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this Prospectus or the merits of any investment under this Prospectus. No Shares or Options will be allotted or transferred on the basis of this Prospectus after the expiry date. This Prospectus expires on 23 December 2017.

No person may give any information or make a representation about the Entitlement Offer, which is not in this Prospectus. Information or representations not in this Prospectus must not be relied on as authorised by the Company, or any other person, in connection with the Entitlement Offer. This Prospectus provides information for investors to decide if they wish to invest in Imugene. Read this document in its entirety. Examine the assumptions underlying the risk factors that could affect the financial performance of Imugene. Consider these factors carefully in light of your personal financial circumstances. Seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest. The Entitlement Offer does not take into account the investment objectives, financial situation or needs of particular investors. Australian and New Zealand residents only The New Shares and New Options to be issued under this Prospectus are only offered to Eligible Shareholders, being Shareholders with a registered address in Australia or New Zealand at 7.00pm (AEDT time) on the Record Date. The offer is available to Australian and New Zealand residents having a registered address in those jurisdictions. The distribution of this Prospectus in jurisdictions outside Australia or New Zealand may be restricted by law. Seek advice on and observe any restrictions. This Prospectus is not an offer in any place where, or to any person to whom, it would not be lawful to make the offer. This offer is being extended to Eligible Shareholders in New Zealand pursuant to the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016. Electronic prospectus This Prospectus is available electronically at http://www.imugene.com. The Entitlement and Acceptance Form attached to the electronic version of this Prospectus must be used within Australia or New Zealand. Electronic versions of this Prospectus should be downloaded and read in their entirety. Obtain a paper copy of the Prospectus (free of charge) by telephoning 1300 288 664 (from within Australia) or +61 2 9698 5414 (from outside Australia). Applications for New Shares and New Options may only be made on the Entitlement and Acceptance Form attached to this Prospectus or in its paper copy form downloaded in its entirety from http://www.imugene.com. Exposure period No exposure period applies to this Prospectus by operation of the Corporations Act (in respect of the New Shares) and the ASIC Corporations (Exposure Period) Instrument 2016/74 (in respect of the New Options). Privacy The Company and the share registry collect, hold and use personal information received from you to communicate and provide services to you as a Shareholder. The Company may disclose information to its agents, service providers (such as the share registry) and government bodies. The Company’s privacy policy sets out how you may access, correct and update the personal information that the Company holds about you (by contacting the share registry), how you can complain about privacy related matters and how the Company responds to complaints. Defined terms Capitalised terms used in this Prospectus are defined in the Glossary. Currency Monetary amounts shown in this Prospectus are expressed in Australian dollars unless otherwise stated. Photographs and diagrams Photographs used in this Prospectus without descriptions are only for illustration. The people shown are not endorsing this Prospectus or its contents. Diagrams used in this Prospectus may not be drawn to scale. The assets depicted in photographs in this Prospectus are not assets of the Company unless otherwise stated. THIS DOCUMENT IS IMPORTANT AND SHOULD BE READ IN ITS ENTIRETY

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Letter from the Chairman

23 November 2017

Dear Shareholder

On behalf of your Board, it gives me great pleasure to offer you this opportunity to increase your investment in Imugene through participation in this 1 for 21 non-renounceable pro rata issue of new Imugene shares ( New Shares ), and 1 option for every 2 New Shares issued ( New Options ), at a price of $0.018 per New Share.

On 23 November 2017, Imugene announced its successful raising of approximately $6.7 million through a placement to institutional and sophisticated investors ( Placement ), to be followed by this Entitlement Offer (together, the Equity Raising ).

The Offer Price represents a 20.9% discount to the weighted average closing price of Imugene over the past 15 trading days to 20 November 2017 and is open to Shareholders holding Shares on the Record Date of 29 November 2017. It is also the same price offered to sophisticated and professional investors under the Placement.

Imugene intends to raise approximately $2.03 million (before direct offer costs) through the issue of approximately 112,844,698 Shares under the Entitlement Offer. In addition, if all of the available New Options are issued and exercised, Imugene will raise a further amount of approximately $1.46 million.

The Entitlement Offer is fully underwritten by Bell Potter Securities Limited.

The Board intends to use the proceeds of the Equity Raising for:

1 completion of a HER-Vaxx Phase 1b/2 clinical trial;
2 completion of at least two investigator sponsored studies (in collaboration with institutional centers);
3 identifying and developing mimotope candidates;
4 securing mimotope intellectual property; and
5 general working capital.

The number of New Shares you are entitled to subscribe for under the Entitlement Offer ( Entitlement ) is set out in your personalised Entitlement and Acceptance Form that is attached to this Prospectus.

The Entitlement Offer is non-renounceable and therefore your Entitlements will not be tradeable on ASX

or otherwise transferable.

The Entitlement Offer closes at 5.00pm (AEDT time) on Monday, 18 December 2017.

Please read in full the details on how to submit your application, which are set out in this Prospectus. For further information about the Entitlement Offer, please call the share registry, Automic Registry Service Limited, on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia), or visit the Company’s website at www.imugene.com.

You should also consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the Entitlement Offer.

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On behalf of the Board, I encourage you to consider this investment opportunity and thank you for your ongoing support.

Yours faithfully

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Paul Hopper Chairman

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1 Investment overview

1.1 Summary offer details

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Terms of offer Details
Offer Price per New Share $0.018
Ratio 1 New Share for every 21 Existing
Shares
Total number of New Shares offered under this 112,844,698
Prospectus
Total number of New Options offered under this 56,422,349
Prospectus
Total number of Shares to be issued under the 372,222,222
Placement
Total number of Placement Options issued under this 186,111,111
Prospectus
Total number of Shares on issue following the Equity 2,854,805,579
Raising (before the exercise of any New Options)
Total amount to be raised under the Equity Raising $8,731,205.56
(before the exercise of any New Options)
Total number of Shares on issue following the Equity 3,097,339,039
Raising (if all New Options and Placement Options are
exercised)
Amount to be raised if all available options issued $15,037,075.52
under the Equity Raising are exercised
Market capitalisation at the Offer Price (before the $51,386,500.42
exercise of any New Options or Placement Options)
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1.2 Important dates

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Event Date
Announcement of the Equity Raising 23 November 2017
Prospectus date 23 November 2017
Ex date 28 November 2017
Record Date for Entitlement Offer (7.00pm, AEDT time) 29 November 2017
Prospectus and Entitlement and Acceptance Form 4 December 2017
despatched
Offer opens 4 December 2017
Allotment of Shares issued under the Placement 6 December 2017
Offer closes (5.00pm, AEDT time) 18 December 2017
New Shares quoted on deferred settlement basis 19 December 2017
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Announcement of results of Entitlement Offer and under-subscriptions	19 December 2017
Allotment of New Shares issued under the Entitlement Offer	22 December 2017
Despatch of holding statements for New Shares issued under the Entitlement Offer	22 December 2017
Normal ASX trading for New Shares issued under the Entitlement Offer commences	27 December 2017

All dates and times are subject to change and are indicative only. All times are to AEDT time. The Company, with the consent of the Lead Manager, reserves the right to vary these dates and times without notice. The last day to extend the Entitlement Offer is 13 December 2017. Imugene may close the Entitlement Offer early, withdraw the Entitlement Offer, or accept late applications. In that event, the relevant Application Money (without interest) will be returned in full to Applicants.

1.3 Purpose of the Equity Raising and use of funds

The purpose of the Equity Raising is to raise new funds for the following purposes:

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Use of proceeds $ raised
Completion of a HER-Vaxx Phase 1b/2 clinical trial 9,000.000
Completion of at least two investigator sponsored studies 1,000,000
(in collaboration with institutional centers)
Identifying and developing mimotope candidates 1,100,000
Securing mimotope intellectual property 250,000
Offer costs 600,000
Working capital 4,300,000
Opening cash + R&D rebate -7,500,000
Total funds raised $8,731,204
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1.4 Shareholding structure

Subject to the rounding up of fractional Entitlements and depending on the number of Existing Options that are exercised before the Record Date, the following table shows the shareholding structure of Imugene on completion of the Equity Raising:

Existing Shares on issue as at 23 November 2017 (announcement of the Equity Raising)	2,369,738,659
Approximate Shares issued under the Placement	372,222,222
Approximate New Shares to be issued under the Entitlement Offer	112,844,698
Approximate total number of Shares on issue after the Equity Raising	2,854,805,579

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1.5 Potential questions and answers

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Question Answer Section
Who is the issuer of Imugene Limited ACN 009 179 551 Not applicable
this Prospectus?
What is the The Entitlement Offer is a non-renounceable pro section 3.1
Entitlement Offer? rata entitlement offer of 1 New Share in Imugene
for every 21 Existing Shares held by an Eligible
Shareholder on the Record Date (and 1 New Option
for every 2 New Shares issued).
What is the Offer The New Shares are being issued at $0.081 per section 3.1
Price of the New New Share.
Shares?
What rights and The New Shares will rank equally in all respects with sections 7.2
liabilities attach to the Shares held by the Existing Shareholders. The and 8.2
the New Shares? rights and liabilities attaching to all Shares are set
out in the Company’s constitution.
What rights and The key terms of the New Options include: section 8.3
liabilities attach to (a) New Options will be issued on the basis of 1 and Annexure
the New Options? New Option for every 2 New Shares issued
under this Prospectus;
(b) No issue price is payable for the New
Options as they are issued together with
any application by an Eligible Shareholder
for New Shares;
(c) the exercise price of each New Option is
$0.026; and
(d) each New Option will have an expiration
date that is 30 November 2020.
The full details of the rights and liabilities attaching
to the New Options are set out in the Annexure.
What rights and The Placement Options are being made to section 8.3
liabilities attached to Placement Shareholders, being sophisticated and Annexure
the Placement investors who participated in the Company’s
Options? Placement which are to be issued with the
Placement Shares on or around 6 December 2017,
and quotation of the Placement Options will be
sought, to occur at the same time as the quotation
of the New Shares and New Options.
What is the The Company’s financial position is set out in detail section 5
Company’s financial in section 5 of this Prospectus.
position?
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Question Answer Section
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Question Answer Section	Question Answer Section	Question Answer Section

What risks are involved with an investment in the Company?	An investment in Imugene is subject to both general and specific risks which you should consider before making a decision to apply for New Shares or in exercising any New Options. Key specific risks include: (a) Imugene’s ability to achieve profitability is dependent on a number of factors, including its ability to complete successful clinical trials, obtain regulatory approval for its products (including HER-Vaxx) and successfully commercialise those products. There is no guarantee that Imugene’s products (including HER-Vaxx) will be commercially successful; (b) Imugene may be unable to secure necessary approvals from regulatory agencies and institutional bodies (clinics and hospitals) to conduct future clinical trials; (c) the research, development, manufacture, marketing and sale of products using the Company’s technology are subject to varying degrees of regulation by a number of government authorities in Australia and overseas; (d) Imugene has not yet commercialised its technology and as yet has no material revenues; (e) Imugene depends on the talent and experience of its personnel as its primary asset. There may be a negative impact on Imugene if any of its key personnel leave; (f) Imugene may pursue collaborative arrangements with pharmaceutical and life science companies, academic institutions or other partners to complete the development and commercialisation of its products; (g) Imugene may experience delay in achieving a number of critical milestones, including securing commercial partners, completion of clinical trials, obtaining regulatory approvals, manufacturing, product launch and sales; and (h) the biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. A number of companies, both in Australia and abroad, may be pursuing the development of products that target the same markets that Imugene is targeting.	section 5.1

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Question Answer Section
Is the Entitlement The Entitlement Offer is fully underwritten by the sections 3.1
Offer underwritten? Lead Manager. and 7.3
If Imugene does not raise the full amount of
$2.03 million under this Offer, the Lead Manager
will subscribe for, or procure subscriptions for, any
shortfall.
How do I participate To participate in the Entitlement Offer, please section 4 and
in the Entitlement complete the Entitlement and Acceptance Form Entitlement
Offer? attached to this Prospectus and return it to the and
Company with payment of the Application Money Acceptance
before 5.00pm (AEDT) on Monday, 18 December Form
2017.
How do I calculate The Application Money is calculated by multiplying section 4 and
the Application the number of New Shares you wish to apply for by Entitlement
Money payable if I the Offer Price of $0.018 per New Share. and
wish to participate in Acceptance
the Entitlement Form
Offer?
Is commission No commission is payable to financial advisers or Not applicable
payable to financial brokers under the Entitlement Offer.
advisers or brokers?
Further questions If you have questions about the Entitlement Offer, section 3.11
please contact Automic on 1300 288 664 (from
within Australia) or +61 2 9698 5414 (from outside
Australia).
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1.6 Important notice

This section is not intended to provide full details of the investment opportunity. Shareholders must read this Prospectus in full to make an informed investment decision. The New Shares and New Options offered under this Prospectus carry no guarantee of return of capital, return on investment, payment of dividends or on the future value of the Shares.

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2 Imugene – the business

2.1 Company overview

Imugene (ASX:IMU) is an Australian immuno-oncology focused biopharmaceutical company developing mimotopes[1] inducing B-Cells to produce antibodies against cancer targets. The lead product is HER-Vaxx and developing a pipeline of mimotopes against clinically and commercially validated targets.

The Company’s lead product is HER-Vaxx, a proprietary HER2 +ve cancer vaccine that stimulates a polyclonal antibody response against the HER2/neu receptors which are prevalent in breast cancer and gastric cancer. The company seeks to develop its pipeline of mimotopes against clinically and commercially validated targets.

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Having successfully conducted a Phase 1 clinical trial in patients with metastatic breast cancer, our next trial is to conduct a targeted trial in patients with HER-2 positive gastric cancer. The Company changed to HER-2 positive gastric cancer as this indication is not nearly as well served as breast cancer, but still has approximately the same number of patients being HER-2 positive, and is more severe than breast cancer. This offers a significant market opportunity for HERVaxx. Asia was the region of choice due to the prevailing factors; higher rate of gastric cancer and the limited access to Herceptin (an alternative drug targeting similar illness).

The Phase 1b/2 gastric cancer study design is as follows:

(a) the Phase 1b lead-in trial is testing three different doses of the HER-Vaxx vaccine with up to 18 patients (three groups of up to six patients) in combination with chemotherapy across eight trial sites;
(b) the key endpoints are to identify the optimal dose of HER-Vaxx for the Phase 2 part of the study, and confirm safety. Researchers will monitor the patient’s immune responses to the vaccine;
(c) the Phase 1b is targeted to be followed by a randomised open label Phase 2 study with around 68 patients with metastatic gastric cancer overexpressing HER2. The study will

1 A mimotope is a small molecule, often a peptide, which mirrors the structure of an epitope, the specific target an antibody binds to. Because of this property, the mimotope induces an antibody response similar to the one elicited by the epitope. A mimotope causes your B cells to produce an antibody copy of the antibody you want to “mimic”

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be randomised into two arms of either HER-Vaxx plus standard-of-care (chemotherapy) or standard-of-care alone. The endpoints of this randomised trial will be safety, immune response, progression-free survival and overall survival.

The planned trial has been designed to be rigorous enough to appeal to potential partners, and has also been designed to generate a high level of data from as few patients as possible. Given that HER-Vaxx targets the immune system and not the cancer directly, it should be possible to get early signs of safety and immunogenicity from a small number of patients by monitoring their immune systems.

Through this process, it may be possible to tell at an early stage (that is, before the tumour responds) that a patient’s immune system is being “turned on” by HER-Vaxx and that the appropriate cancer-fighting antibodies are being produced by the patient to target the cancer. While not direct evidence of efficacy, this will be encouraging to see and expected to assist in conducting the trial both from a patient recruitment point of view as well as being able to provide partners with important safety and immunogenicity data early on.

Despite the above, given clinical trials have been at an early stage and based on a small sample size, investors should not rely on the Company’s results to date in making an investment decision. Commercialisation of these drugs will depend on completing further and more extensive clinical trials, and subsequent FDA approval being obtained.

2.2 Board and management team

Mr Paul Hopper

Chairman

Mr Hopper has over twenty years' experience in the management and funding of biotechnology and healthcare public companies both as CEO and Director, with capital markets experience in equity and debt raisings in Australia, Asia, US and Europe. Mr Hopper's sector experience has covered a number of therapeutic areas with a particular emphasis on immunotherapy and cancer vaccines. Mr Hopper has served as CEO and Director of many listed biotechnology and healthcare companies in Australia and the US.

Mr Charles Walker

Non-Executive Director

Mr Walker has experience across many aspects of the biotechnology and life sciences industry. His experience includes operational and leadership experience, a capital markets tack record from executing nearly 50 international fundraisings both as principal and advisor, as well as a detailed scientific understanding gained from his technical background in pharmacology. He was previously Managing Director of Imugene, and prior to that, CEO and former CFO of Alchemia

Dr Axel Hoos

Non-Executive Director

Dr Hoos is a Senior Vice President, Oncology R&D at GlaxoSmithKline where he directs clinical and translational research on molecular mechanisms of cancer and tumour-host interactions for rational combination of therapies to optimise patient outcomes. Prior to his current role, he was the medical lead in immunology/oncology at Bristol-Myers Squibb where he developed the Yervoy monoclonal antibody in melanoma and other indications. He has previously been Co-Director of the influential think-tank Cancer Immunotherapy Consortium. He adds substantial big pharma oncology experience to the Board.

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Ms Leslie Chong

Chief Executive Officer

Ms Chong joined the company in September 2015 from the leading pharmaceutical company, Genentech, where she was a Senior Clinical Program Lead, a member of the Roche family, in the head office in San Francisco. She has over 19 years of experience in leading clinical and department development in oncology.

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3 Details and effect of the Entitlement Offer

3.1 Overview

The Entitlement Offer is a non-renounceable offer of 112,844,698 New Shares at $0.018 per New Share to raise approximately $2.03 million (before direct offer costs including fees paid to the Lead Manager, advisers and to providers of specific services to cover share registry, printing and postage costs).

The Board intends to use the proceeds of the Equity Raising to proceed with:

(a) completion of a HER-Vaxx Phase 1b/2 clinical trial;
(b) completion of at least two investigator sponsored studies (in collaboration with institutional centers);
(c) identifying and developing mimotope candidates; and
(d) securing mimotope intellectual property.

Funds will also be applied for ongoing working capital and the costs of the Equity Raising.

Eligible Shareholders who are on Imugene’s share register on the Record Date are entitled to acquire 1 New Share for every 21 Existing Shares held on the Record Date ( Entitlement ).

Fractional Entitlements will be rounded up to the nearest whole number of New Shares.

The offer price of $0.018 per New Share represents a discount of approximately 21.7% to the closing price of Shares on 20 November 2017 (being the last trading day before announcement of the Equity Raising).

An Entitlement and Acceptance Form setting out your Entitlement accompanies this Prospectus. Eligible Shareholders may subscribe for all or part of their Entitlement.

Shareholders will have their interest in Imugene diluted because of the issue of Shares under the Placement. In addition, Eligible Shareholders who do not take up all of their Entitlements will have their percentage shareholding in Imugene further diluted.

Eligible Shareholders should be aware that an investment in Imugene involves risks. The key risks identified by Imugene are set out in section 5.1 of this Prospectus.

3.2 Underwriting

The Entitlement Offer is underwritten by Bell Potter Securities Limited.

Further details of the Underwriting Agreement, including the circumstances in which the Lead Manager may terminate its obligations, are set out in section 7.3.

3.3 Eligible Shareholders

This Prospectus is being sent to Shareholders with registered addresses in Australia or New Zealand only. This Prospectus does not constitute an offer to issue the New Shares or the New Options in any place in which, or to any person to whom, it would not be lawful to make that offer.

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The Company is of the view that it is unreasonable to make an offer to issue the New Shares and the New Options to Ineligible Shareholders having regard to:

(a) the number of Ineligible Shareholders to whom offers to issue the New Shares and the New Options would otherwise be made;
(b) the number and value of the New Shares and the New Options that would otherwise be offered for issue to Ineligible Shareholders; and
(c) the cost of complying with the laws, and any requirements of any regulatory authority, of the places where the New Shares and the New Options would otherwise be offered for issue.

3.4 Placement

This Prospectus is also being sent to Placement Shareholders who are anticipated to be issued Placement Shares and Placement Options on or around 6 December 2017, through the Company’s recent Placement. Eligibility to receive Placement Options is limited to Placement Shareholders.

Investors who receive Shares under the Placement will not be entitled to participate in the Entitlement Offer.

3.5 Non-renounceable

The rights to the New Shares and the New Options are non-renounceable. Therefore you cannot trade Entitlements on ASX and you cannot transfer or otherwise dispose of them.

3.6 Shortfall facility

A shortfall may arise if applications received for New Shares under the Entitlement Offer (including after the Entitlements of Ineligible Shareholders) are less than the number of New Shares offered and the Underwriters or sub-underwriters do not acquire that shortfall under the Underwriting Agreement.

The Directors reserve the right, subject to the requirements of the Listing Rules and the Corporations Act, to place Shortfall Shares within three months after the Closing Date to either existing or new Shareholders at their discretion. If issued, Shortfall Shares will be issued at a price not less than the Offer Price of New Shares under the Entitlement Offer. Shareholders will not receive any payment or value for the Entitlements not taken up under the Entitlement Offer that are later taken up as Shortfall Shares.

3.7 Financial position

The effect of the Equity Raising on the financial position of the Company is set out in section 5.

3.8 Taxation considerations

The taxation consequences of an investment in the Company depend upon your particular circumstances. You should make your own enquiries about the taxation consequences of an investment in the Company. If you are in doubt about the course you should follow, you should consult your accountant, stockbroker, lawyer or other professional adviser.

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3.9 Foreign selling restrictions

No action has been taken to register or qualify the New Shares ,New Options, or the Entitlement Offer in any jurisdiction outside Australia and New Zealand, or otherwise to permit a public offering of the New Shares or New Options outside Australia and New Zealand.

The Prospectus does not constitute an offer or invitation in any jurisdiction where, or to any person to whom, the offer or invitation would be unlawful. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any of those restrictions. Any failure to comply with the restrictions may constitute a violation of applicable securities laws.

Each Applicant warrants and represents that they:

(a) are an Australian or New Zealand citizen or resident in Australia or New Zealand;
(b) are located in Australia or New Zealand at the time of the application and is not acting for the account or benefit of any person in the United States or any other foreign person; and
(c) will not offer or sell the New Shares or New Options in the United States or in any other jurisdiction outside Australia or New Zealand, or to a United States person, except in transactions exempt from registration under the US Securities Act 1933 as amended, and in compliance with all applicable laws in the jurisdiction in which the New Shares and New Options are offered and sold.

3.10 Withdrawal

The Company reserves the right to withdraw the Entitlement Offer, at any time before the allotment of New Shares. If the Entitlement Offer does not proceed, the Application Money is refunded. No interest is paid on any Application Money refunded because of the withdrawal of the Entitlement Offer.

3.11 Enquiries

If you have questions about the Offer, please contact Automic on 1300 288 664 (from within Australia) or +61 2 9698 5414 (from outside Australia).

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4 How to apply

4.1 Shareholder’s choices

The number of New Shares to which Eligible Shareholders are entitled under the Entitlement Offer (i.e. their Entitlement) is shown on the attached Entitlement and Acceptance Form.

Eligible Shareholders may:

(a) take up their Entitlement in full (refer to section 4.2);
(b) take up part of their Entitlement, in which case the balance of their Entitlement lapses (refer to section 4.3); or
(c) allow their Entitlement to lapse (refer to section 4.4).

Ineligible Shareholders may not take up any of their Entitlements.

Imugene may reject any Entitlement and Acceptance Form that is not correctly completed or that is received after the Closing Date.

The Closing Date for acceptance of the Entitlement Offer is 5.00pm (AEDT time) on Monday, 18 December 2017 (however, that date may be varied by Imugene, in accordance with the Listing Rules and the Underwriting Agreement).

4.2 Taking up all of your Entitlement

If you wish to take up your Entitlement in full, follow the instructions set out in the Entitlement and Acceptance Form.

Please return your completed Entitlement and Acceptance Form together with a cheque for your Application Money in accordance with section 4.6 for the amount shown on the Entitlement and Acceptance Form to the share registry so that it is received no later than 5.00pm (AEDT time) on Monday, 18 December 2017 at the address set out below:

By hand delivery (not to be used if mailing)

Imugene Limited C/- Automic Registry Service Limited Level 3, 50 Holt Street Surry Hills, NSW 2010

By post

Imugene Limited C/- Automic Registry Service Limited PO Box 2226, Strawberry Hills NSW 2012

Alternatively, you may take up all of your Entitlement by payment of the Application Money through BPAY in accordance with the instructions on the Entitlement and Acceptance Form. If payment is being made through BPAY, you do not need to return the Entitlement and Acceptance Form. Your payment must be received by no later than 5.00pm (AEDT time) on Monday, 18 December 2017 .

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Refund amounts, if any, will be paid in Australian dollars. You will be paid either by cheque sent by ordinary post to your address as recorded on the share register (the registered address of the first-named in the case of joint holders), or by direct credit to the nominated bank account as noted on the share register as at the Closing Date. If you wish to advise or change your banking instructions with the share registry you may do so by going to http://www.imugene.com and following the instructions.

4.3 Taking up part of your Entitlement and allowing the balance to lapse

If you wish to take up part of your Entitlement, complete the Entitlement and Acceptance Form for the number of New Shares you wish to take up and follow the other steps required under section 4.2.

Alternatively, you may arrange for payment through BPAY in accordance with the instructions on the Entitlement and Acceptance Form. If you pay through BPAY and Imugene receives an amount that is less than the Offer Price multiplied by your Entitlement ( Reduced Amount ), your payment may be treated as an application for as many New Shares as your Reduced Amount will pay for in full.

4.4 Allow your Entitlement to lapse

If you do not wish to accept all or any part of your Entitlement, do not take any further action and that part of your Entitlement will lapse.

4.5 Consequences of not accepting your Entitlement

If you do not accept all or part of your Entitlement in accordance with the instructions set out above, any New Shares and New Options that you would have otherwise been entitled to under the Entitlement Offer may be acquired by the Lead Manager or sub-underwriters.

No party is anticipated to acquire a relevant interest in voting Shares exceeding 20% as result of the Entitlement Offer, the Placement, or any Entitlement Offer shortfall.

4.6 Payment

The consideration for the New Shares is payable in full on application by a payment of $0.018 per New Share. The Entitlement and Acceptance Form must be accompanied by a cheque for the Application Money. Cheques must be drawn in Australian currency on an Australian bank and made payable to ‘ Imugene Limited – Entitlement Offer ’ and crossed ‘Not Negotiable’.

Alternatively, you may arrange for payment of the Application Money through BPAY in accordance with the instructions on the Entitlement and Acceptance Form.

Eligible Shareholders must not send cash by mail. Receipts for payment will not be issued.

4.7 Entitlement and Acceptance Form is binding

A completed and lodged Entitlement and Acceptance Form, or a payment made through BPAY, constitutes a binding offer to acquire New Shares on the terms of this Prospectus and cannot be withdrawn.

If the Entitlement and Acceptance Form is not completed correctly it may still be treated as a valid application for New Shares. The Directors’ (or their delegates’) decision whether to treat an acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

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By completing and returning your personalised Entitlement and Acceptance Form with the requisite Application Money or making a payment by BPAY, you will also be taken to have acknowledged, represented and warranted on behalf of each person on whose account you are acting that you:

(a) are an Eligible Shareholder and are not otherwise a person to whom it would be illegal to make an offer or issue New Shares or New Options under the Entitlement Offer; and
(b) acknowledge that the New Shares and New Options have not been, and will not be, registered under the US Securities Act of 1933 or under the laws of any other jurisdiction outside Australia or New Zealand.

4.8 Validity of Entitlement and Acceptance Forms

An Entitlement and Acceptance Form may only be distributed with, attached to or accompany a complete and unaltered copy of this Prospectus.

By completing and lodging an Entitlement and Acceptance Form received with this Prospectus, the Applicant represents and warrants that the Applicant has personally received a complete and unaltered copy of this Prospectus before completing the Entitlement and Acceptance Form.

The Company does not accept a completed Entitlement and Acceptance Form if it has reason to believe the Applicant has not received a complete copy of the Prospectus or it has reason to believe that the Entitlement and Acceptance Form has been altered in any way.

4.9 Brokerage and Stamp Duty

No brokerage fee is payable by Eligible Shareholders who accept their Entitlement. No stamp duty is payable for subscribing for New Shares under the Entitlement Offer.

4.10 Broker handling fee

No brokerage fee is payable by Eligible Shareholders who accept their Entitlement. No stamp duty is payable for subscribing for New Shares under the Entitlement Offer.

4.11 Notice to nominees and custodians

Nominees and custodians may not distribute any part of this Prospectus or any Entitlement and Acceptance Form in any country outside Australia or New Zealand, except to beneficial holders of Shares in New Zealand, and beneficial holders of Shares who are institutional or professional investors in other countries that Imugene has approved as being a country in which investors are eligible to participate, as well as any other country to the extent Imugene may determine it is lawful and practical to make the Entitlement Offer.

4.12 Information Availability

Eligible Shareholders can obtain a copy of this Prospectus from Imugene’s website at www.imugene.com or by calling the share registry on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) at any time from 8.30am to 5.00pm (AEDT time) until the Closing Date. Shareholders who access the electronic version of this Prospectus should ensure that they download and read the entire Prospectus. The electronic version of this Prospectus will not include an Entitlement and Acceptance Form. A replacement Entitlement and Acceptance Form can be requested by calling the share registry.

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5 Financial information

5.1 Historical and pro forma consolidated balance sheet as at 30 June 2017

This section contains a summary of the historical financial information for Imugene as at 30 June 2017 ( Historical Financial Information ) and a pro-forma historical statement of the financial position as at 30 June 2017 ( Pro Forma Historical Financial Information ) (collectively, Financial Information ). The Financial Information has been prepared to illustrate the effect of the Equity Raising.

ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Other financial assets Property, plant and equipment Intangible assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables Short-term provisions TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Other financial liabilities TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES	30 Jun 2017 Historical Placement ($6.7mil) Entitlement Offer ($2.03mil) 30 Jun 2017 Pro forma Historical
	$ $ $ $ $ 4,814,200 $ 6,180,354 $ 1,873,667 $ 12,868,221 $ 1,219,600 $ - $ - $ 1,219,600 $ 20,457 $ - $ - $ 20,457
	$ 6,054,257 $ 6,180,354 $ 1,873,667 $ 14,108,278
	$ 20,306 $ - $ - $ 20,306 $ 3,247 $ - $ - $ 3,247 $ 6,599,755 $ - $ - $ 6,599,755
	$ 6,623,308 $ - $ - $ 6,623,308
	$ 12,677,565 $ 6,180,354 $ 1,873,667 $ 20,731,586
	$ 232,041 $ - $ - $ 232,041 $ 65,452 $ - $ - $ 65,452
	$ 297,493 $ - $ - $ 297,493
	$ 985,450 $ - $ - $ 985,450
	$ 985,450 $ - $ - $ 985,450 $ 1,282,943 $ - $ - $ 1,282,943

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NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY	$ 11,394,622 $ 6,180,354 $ 1,873,667 $ 19,448,643
	$ 36,335,357 $ 6,180,354 $ 1,873,667 $ 44,389,378 $ 1,202,024 $ - $ - $ 1,202,024 -$ 26,142,759 $ - $ - -$ 26,142,759 $ 11,394,622 $ 6,180,354 $ 1,873,667 $ 19,448,643

5.2 Basis of preparation of financial information

The stated basis of preparation for the Historical Financial Information is in accordance with the recognition and measurement principles of the Australian Accounting Standards.

The stated basis of preparation for the Pro Forma Historical Financial Information is in a manner consistent with the recognition and measurement principles of the Australian Accounting Standards applied to the Historical Financial Information and the events or transactions to which the pro forma adjustments relate, as described in this section of the Prospectus, as if those events or transactions had occurred as at 30 June 2017.

5.3 Pro-forma adjustments to consolidated balance sheet

The Pro Forma Historical Financial Information has been derived from the Historical Financial Information and has been prepared on the basis that the following significant transactions occurred as at 30 June 2017:

Material transactions since 30 June 2017:

(a) the issue of 372,222,222 Shares under the Placement, raising gross proceeds of $6,700,000 less capital raising costs of $519,646; and

The Entitlement Offer:

(b) the issue of 112,844,698 New Shares under the Entitlement Offer, expected to raise gross proceeds of $2,031,204.56 less estimated offer costs of $157,538.

Due to the nature of the pro forma adjustments, they do not represent the actual or prospective financial position of Imugene.

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5.4 Pro forma cash flow statement as at 30 June 2017

The Company’s pro forma historical cash position at 30 June 2017 adjusted for the Equity Raising is derived from actual cash as follows:

Cash as at 30 June 2017 Placement proceeds Expenses of the Placement Gross proceeds of the Entitlement Offer Offer costs of the Entitlement Offer Pro forma historical cash balance	$4,814,200 $6,700,000 $(519,646) $2,031,205 $(157,538) $12,868,221

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6 Risk factors

6.1 Factors influencing success and risk

Introduction

This section identifies the major risks the Board believes are associated with an investment in Imugene.

Imugene is subject to risk factors, both specific to its business activities, and risks of a general nature. Individually, or in combination, these might affect the future operating performance of Imugene and the value of an investment in the Company. There can be no guarantee that Imugene will achieve its stated objectives or that any forward looking statements will eventuate. An investment in the Company should be considered in light of relevant risks, both general and specific. Each of the risks set out below could, if it eventuates, have a material adverse impact on Imugene’s operating performance and profits, and the market price of the Shares.

Before deciding to invest in the Company, potential investors should:

(a) read the entire Prospectus;
(b) consider the assumptions underlying the risk factors that could affect the financial performance of Imugene;
(c) review these factors in light of their personal circumstances; and
(d) seek professional advice from their accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest.

6.2 Specific investment risks

Products in development and not approved for commercial sale

Imugene’s ability to achieve profitability is dependent on a number of factors, including its ability to complete successful clinical trials, obtain regulatory approval for its products (including HERVaxx) and successfully commercialise those products. There is no guarantee that Imugene’s products (including HER-Vaxx) will be commercially successful.

Imugene does not currently generate revenue from product sales and any such revenue is not anticipated in the short to medium term.

There are many reasons why initially promising products fail to be successfully commercialised. For example, clinical trials may be suspended for safety or efficacy reasons (see further below), following development it may prove difficult or impossible to manufacture the products on a large scale, or, during the period of development, competitors (including those with greater resources) may emerge with competing or alternative treatments.

Clinical trial risk

The Company may be unable to secure necessary approvals from regulatory agencies and institutional bodies (clinics and hospitals) to conduct future clinical trials. There is also no assurance that products developed using the Company’s technology will prove to be safe and efficacious in clinical trials, or that the regulatory approval to manufacture and market its products will be received. Clinical trials might also potentially expose the Company to product

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liability claims in the event its products in development have unexpected effects on clinical subjects.

Clinical trials undertaken by the Company have many associated risks which may impact the Company’s profitability and future productions and commercial potential. They may prove unsuccessful or non efficacious, impracticable or costly. The clinical trials could be terminated which will likely have a significant adverse affect on the Company, the value of its securities and the future commercial development of HER-Vaxx.

Regulatory and reimbursement approvals

The research, development, manufacture, marketing and sale of products using the Company’s technology are subject to varying degrees of regulation by a number of government authorities in Australia and overseas.

Products, including HER-Vaxx, developed using the Company’s technology must undergo a comprehensive and highly regulated development and review process before receiving approval for marketing. The process includes the provision of clinical data relating to the quality, safety and efficacy of the products for their proposed use.

Products may also be submitted for reimbursement approval. The availability and timing of that reimbursement approval may have an impact upon the uptake and profitability of products in some jurisdictions.

Furthermore, any of the products utilising the Company’s technology may be shown to be unsafe, non-efficacious, difficult or impossible to manufacture on a large scale, uneconomical to market, compete with superior products marketed by third parties or not be as attractive as alternative treatments.

Commercialisation of products and potential market failure

The Company has not yet commercialised its technology and as yet has no material revenues.

The Company is also dependent on commercially attractive markets remaining available to it during the commercialisation phase and there is a risk that, once developed and ready for sale, commercial sales, to fund sufficient revenues for continued operations and growth, may not be achieved.

Dependence upon key personnel

Imugene depends on the talent and experience of its personnel as its primary asset. There may be a negative impact on Imugene if any of its key personnel leave. It may be difficult to replace them, or to do so in a timely manner or at comparable expense. Additionally, any key personnel of the Company who leave to work for a competitor may adversely impact the Company. Increases in recruitment, wages and contractor costs may adversely impact upon the financial performance of the Company.

Arrangements with third-party collaborators

Imugene may pursue collaborative arrangements with pharmaceutical and life science companies, academic institutions or other partners to complete the development and commercialisation of its products. These collaborators may be asked to assist with funding or performing clinical trials, manufacturing, regulatory approvals or product marketing. There is no assurance that Imugene will attract and retain appropriate strategic partners or that any such collaborators will perform and meet commercialisation goals. If Imugene is unable to find a partner, it would be required to develop and commercialise HER-Vaxx (and other potential

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products) at its own expense. This may place significant demands on the Company’s internal resources and potentially delay the commercialisation of HER-Vaxx (and other products).

Risk of delay and continuity of operations

Imugene may experience delay in achieving a number of critical milestones, including securing commercial partners, completion of clinical trials, obtaining regulatory approvals, manufacturing, product launch and sales. Any material delays may impact adversely upon the Company, including the timing of any revenues under milestone or sales payments.

Imugene may also experience business continuity problems arising from extreme events. As with most businesses, Imugene is reliant on IT systems in its day-to-day operations. An inability to operate such systems would impact the business. This might result, for example, from a computer virus or other cyber attack or from a physical event at its offices.

Competition

The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. A number of companies, both in Australia and abroad, may be pursuing the development of products that target the same markets that Imugene is targeting.

The Company’s products may compete with existing alternative treatments that are already available to customers. In addition, a number of companies, both in Australia and abroad, may be pursuing the development of products that target the same conditions that the Company is targeting. Some of these companies may have, or develop, technologies superior to the Company’s own technology. The Company may face competition from parties who have substantially greater resources than the Company.

Requirement to raise additional funds

The Company may be required to raise additional equity or debt capital in the future. There is no assurance that it will be able to raise that capital when it is required or, even if available, the terms may be unsatisfactory. If the Company is unsuccessful in obtaining funds when they are required, the Company may need to delay or scale down its operations.

Growth

There is a risk that the Company may be unable to manage its future growth successfully. The ability to hire and retain skilled personnel as outlined above may be a significant obstacle to growth.

Intellectual property

The Company’s ability to leverage its innovation and expertise depends upon its ability to protect its intellectual property and any improvements to it. The intellectual property may not be capable of being legally protected, it may be the subject of unauthorised disclosure or be unlawfully infringed, or the Company may incur substantial costs in asserting or defending its intellectual property rights.

6.3 General investment risks

Investment risks

The price of the Shares might rise or fall and they might trade at prices below or above the Offer Price. There can also be no assurance that an active trading market will exist for the Shares.

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Factors affecting the price at which Imugene Shares are traded on ASX could include domestic and international economic conditions. In addition, the prices of a listed entity’s securities are affected by factors that might be unrelated to its operating performance, such as general market sentiment.

Quotation of options

Depending on the level of participation in the Equity Raising, there is a risk that required conditions for the quotation of the New Options and Placement Options may not be satisfied. In which case, the New Options and Placement Options will be issued but will remain unquoted.

Macro economic risks

Imugene’s operating and financial performance is influenced by a variety of general economic and business conditions including the level of inflation, interest rates and government fiscal, monetary and regulatory policies. Prolonged deterioration in general economic conditions, including an increase in interest rates, could be expected to have a corresponding adverse impact on the Company’s operating and financial performance.

Taxation risks

Changes to the rate of taxes imposed on Imugene (including in overseas jurisdictions in which Imugene operates now or in the future) or tax legislation generally may affect Imugene and its Shareholders. In addition, an interpretation of Australian tax laws by the Australian Taxation Office that differs to Imugene’s interpretation may lead to an increase in Imugene’s tax liabilities and a reduction in Shareholder returns.

Personal tax liabilities are the responsibility of each individual investor. Imugene is not responsible either for tax or tax penalties incurred by investors.

Accounting standards

Australian accounting standards are set by the Australian Accounting Standards Board ( AASB ) and are outside the Directors’ and Imugene’s control. Changes to accounting standards issued by AASB could materially adversely affect the financial performance and position reported in Imugene’s financial statements.

Litigation

There is a risk that the Company may in future be the subject of or required to commence litigation. There is, however, no litigation, mediation, conciliation or administrative proceeding taking place, pending or threatened against the Company.

6.4 Cautionary statement

Statements in this Prospectus may be forward looking statements.

Forward looking statements can be identified by the use of forward looking terminology such as, but not limited to, ‘may’, ‘will’, ‘expect’, ‘anticipate’, ‘estimate’, ‘would be’, ‘believe’, or ‘continue’ or the negative or other variations of comparable terminology. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. The Directors’ expectations, beliefs and projections are expressed in good faith and are believed to have a reasonable basis. They are based on, among other sources, the examination of historical operating trends, data in the Company’s records and other data available from third parties. There can be no assurance, however, that the Directors’ expectations, beliefs or

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projections will give the results projected in the forward looking statements. Investors should not place undue reliance on these forward looking statements.

Additional factors that could cause actual results to differ materially from those indicated in the forward looking statements are discussed earlier in this section.

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7 Material agreements

7.1 Key documents

The Board considers that certain agreements relating to Imugene are significant to the Entitlement Offer, the operations of Imugene or may be relevant to investors. A description of material agreements or arrangements, together with a summary of the more important details of each of these agreements is set out below.

7.2 Constitution

The following is a summary of the major provisions of the Company’s constitution:

The Directors are entitled to issue and cancel Shares in the capital of Imugene, grant Options over unissued shares and settle the manner in which fractions of a Share are to be dealt with. The Directors may decide the persons to whom, and the terms on which, Shares are issued or Options are granted as well as the rights and restrictions that attach to those Shares or Options.

The Constitution also permits the issue of preference shares on terms determined by the Directors.

Imugene may also sell a Share that is part of an unmarketable parcel of shares under the procedure set out in the Constitution.

Variation of class rights

The rights attached to any class of Shares may, unless their terms of issue state otherwise, only be varied with the consent in writing of members holding at least three-quarters of the Shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of Shares of that class.

Restricted securities

If the ASX classifies any of Imugene’s share capital as restricted securities, then the restricted securities must not be disposed of during the escrow period and Imugene must refuse to acknowledge a disposal of the restricted securities during the escrow period, except as permitted under the Listing Rules or by the ASX.

Share certificates

Subject to the requirements of the Corporations Act, the Listing Rules or the ASX Settlement Operating Rules, Imugene need not issue share certificates if the Directors so decide.

Calls

The Directors may, from time to time, call upon Shareholders for unpaid monies on their shares. The Directors must give Shareholders notice of a call at least 10 business days before the amount called is due, specifying the time and place of payment. If a call is made, Shareholders are liable to pay the amount of each call by the time and at the place specified.

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A call is taken to have been made when a Directors’ resolution passing the call is made or on any later date fixed by the Board. A call may be revoked or postponed at the discretion of the Directors.

Forfeiture and lien

Imugene may forfeit Shares to cover any call, or other amount payable in respect of Shares, which remains unpaid following any notice to that effect sent to a Shareholder. Forfeited Shares become the property of Imugene and the Directors may sell, reissue or otherwise dispose of the Shares as they think fit.

A person whose Shares have been forfeited may still be required to pay Imugene all calls and other amounts owing in respect of the forfeited Shares (including interest) if the Directors so determine.

Imugene has a first and paramount lien for unpaid calls, instalments and related interest and any amount it is legally required to pay in relation to a Shareholder’s Shares. The lien extends to all distributions relating to the Shares, including dividends.

Imugene’s lien over Shares will be released if it registers a transfer of the Shares without giving the transferee notice of its claim.

Share transfers

Shares may be transferred by any method permitted by the Corporations Act, the Listing Rules or the ASX Settlement Operating Rules or by a written transfer in any usual form or in any other form approved by the Directors. The Directors may refuse to register a transfer of Shares where it is not in registrable form, Imugene has a lien over any of the Shares to be transferred or where it is permitted to do so by the Listing Rules or the ASX Settlement Operating Rules.

General meetings

Each Shareholder, Director and auditor is entitled to receive notice of and attend any general meeting of Imugene. Two Shareholders must be present to constitute a quorum for a general meeting and no business may be transacted at any meeting except the election of a chair and the adjournment of the meeting, unless a quorum is present when the meeting proceeds to business.

Voting rights

Subject to any rights or restrictions attached to any Shares or class of shares, on a show of hands each Shareholder present has one vote and, on a poll, one vote for each fully paid Share held, and for each partly paid Share, a fraction of a vote equivalent to the proportion to which the Share has been paid up. Voting may be in person or by proxy, attorney or representative.

Remuneration of Directors

Each Director is entitled to remuneration from Imugene for his or her services as decided by the Directors but the total amount provided to all Directors for their services as Directors must not exceed in aggregate in any financial year the amount fixed by Imugene in general meeting (see section 8.9. The remuneration of a Director (who is not the managing Director or an executive Director) must not include a commission on, or a percentage of, profits or operating revenue.

Remuneration may be provided in the manner that the Directors decide. There is also provision for Directors to be paid additional remuneration (as resolved by the Directors) or provide benefits

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if they perform extra or special services, including being a member on a committee of Directors or the chairman of Directors or deputy chairman of Directors.

Directors are also entitled to be paid all travelling and other expenses they incur in attending to Imugene’s affairs, including attending and returning from general meetings or Board meetings, or meetings of any committee engaged in Imugene’s business.

Interests of Directors

A Director who has a material personal interest in a matter that is being considered by the Board must not be present at a meeting while the matter is being considered nor vote on the matter, unless the Corporations Act allows otherwise (however the Director may, subject to the Corporations Act, be counted in a quorum for, and vote at, a meeting of Directors considering the contract or arrangement).

Election and retirement of Directors

There must be a minimum of three Directors and a maximum of ten Directors unless Imugene in general meeting resolves otherwise.

Where required by the Corporations Act or Listing Rules, Imugene must hold an election of directors each year. No Director, other than the managing director, may hold office without reelection beyond the third annual general meeting following the meeting at which the Director was last elected or re-elected. A Director appointed to fill a casual vacancy, who is not a managing Director, holds office until the conclusion of the next annual general meeting following his or her appointment. If there would otherwise not be a vacancy, and no Director is required to retire, then the director who has been longest in office since last being elected must retire.

If a number of Directors were elected on the same day, the Directors to retire is (in default of agreement between them) determined by ballot.

Dividends

If the Directors determine that a final or interim dividend is payable, it is (subject to the terms of issue on any Shares or class of Shares) paid on all Shares proportionate to the amount for the time being paid on each Share. Dividends may be paid by cash, electronic transfer or any other method as the Board determines.

The Directors have the power to capitalise and distribute the whole or part of the amount from time to time standing to the credit of any reserve account or otherwise available for distribution to Shareholders. The capitalisation and distribution must be in the same proportions which the Shareholders would be entitled to receive if distributed by way of a dividend.

Subject to the Listing Rules, the Directors may pay dividends as the directors resolve but only out of the profits of Imugene.

Indemnities and insurance

Imugene must indemnify current and past Directors and other executive officers ( Officers ) of Imugene on a full indemnity basis and to the fullest extent permitted by law against all liabilities incurred by the Officer as a result of their holding office in Imugene or a related body corporate.

Imugene may also, to the extent permitted by law, purchase and maintain insurance, or pay or agree to pay a premium for insurance, for each Officer against any liability incurred by the Officer as a result of their holding office in Imugene or a related body corporate.

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7.3 Underwriting agreement

Bell Potter Securities Limited is the Lead Manager to the Entitlement Offer and has underwritten the full amount of the Entitlement Offer on the terms set out in the Underwriting Agreement. Customary with these types of arrangements:

(a) the Underwriting Agreement includes a number of termination events, including where S&P/ASX 200 Index closes at a level that is 90% or less of the level of that index as at the close of trading on the business day immediately preceding the date of the Underwriting Agreement ( Reference Level ) and remains below the Reference Level:
(i) at the close of trading on ASX for 2 consecutive business days; or
(ii) at the close of trading on ASX on the business day immediately prior to the settlement of the Offer;
(b) the Lead Manager will receive an underwriting fee of up to 7% of the gross proceeds of the Entitlement Offer (excluding GST);
(c)
the Lead Manager is entitled to reimbursement of certain expenses; and
(d) Imugene has agreed to indemnify the Lead Manager and others against their losses in connection with the Entitlement Offer.

7.4 Documents available for inspection

Copies of the following documents are available for inspection during normal office hours at the registered office of the Company for 13 months after the date of this Prospectus:

(a) the constitution of Imugene; and
(b) the consents to the issue of this Prospectus.

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8 Additional information

8.1 Continuous reporting and disclosure obligations

This Prospectus is a ‘transaction specific prospectus’ issued under section 713 Corporations Act as a prospectus for the issue of continuously quoted securities.

In general terms, a transaction specific prospectus is only required to contain information about the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information about all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

The Company is subject to regular reporting and disclosure obligations because it is a ‘disclosing entity’ for the purposes of the Corporations Act. Additionally, as a listed company, Imugene is subject to the Listing Rules which require disclosure to ASX of any information the Company has which a reasonable person would expect to have a material effect on the price or value of its Shares.

Copies of ASX announcements are available on the ASX website or the Company’s website at www.imugene.com.

The Company’s ASX announcements since 30 June 2017 to the date of this Prospectus are set out below.

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Date Announcements
21/11/2017 Trading Halt
14/11/2017 Expert Briefing Presentation
14/11/2017 Results of Meeting
14/11/2017 AGM Presentation
27/10/2017 Appendix 4C - Quarterly and Business Update
26/10/2017 Change in substantial holding
24/10/2017 AusBioInvest Investor Presentation
17/10/2017 Response to ASX Price Query
16/10/2017 Expert Briefing - Latest Clinical and Commercial Advances
13/10/2017 Notice of Annual General Meeting & Proxy Form
12/10/2017 Notice of Annual General Meeting/Proxy Form
11/10/2017 IMU Receives $1.1m R&D Tax Refund
06/10/2017 Investor Presentation
21/09/2017 Appendix 3B - ESOP
31/08/2017 First Patient Dosing Commences of HER-Vaxx
31/08/2017 Appendix 4G
31/08/2017 Appendix 4E and Annual Report
25/08/2017 Appendix 3B (Exercise of Options) and 708A Notice
31/07/2017 Appendix 4C - quarterly
21/07/2017 Imugene granted Canadian patent for Her-Vaxx cancer vaccine
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Date	Announcements
17/07/2017	Investor Presentation

The information in the Annual Report and the ASX announcements described in the table above may be of interest to investors and their financial advisers as these documents contain information regarding the Company’s financial position and operations that investors may consider relevant to any decision to apply for New Shares under the Entitlement Offer.

The Directors rely upon section 712(3) Corporations Act with the inclusion by reference of:

(a) the Annual Report; and

(b) the Company’s ASX announcements since 31 December 2016 set out in the table above,

for the purposes of section 711 Corporations Act.

The Company will give free of charge, to any person who requests it during the application period under this Prospectus, a copy of the Annual Report and any continuous disclosure notices lodged by the Company from 30 June 2017 to the date of this Prospectus.

8.2 Rights attaching to New Shares

The rights attaching to the New Shares, which are the same as the Existing Shares, are set out in the Company’s constitution and summarised in section 7.2 of this Prospectus.

8.3 Rights attaching to New Options

The rights attaching to the New Options are summarised in the Annexure to this Prospectus.

The Placement Options will also be offered on equivalent terms.

8.4 Existing Options

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Existing Options Exercise price Expiry date
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 26.10.2018
5,000,000 $0.020 30.06.2020
5,000,000 $0.025 30.06.2020
2,500,000 $0.0125 26.10.2019
2,500,000 $0.0175 26.10.2019
2,500,000 $0.0250 14.07.2019
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The Board considers it is unlikely that any Existing Options will be exercised before the Record Date. However, if any Existing Options are exercised before the Record Date, any proceeds raised will be applied to the general working capital of Imugene.

46263690v5 | Prospectus

8.5 Litigation

To the best of the Directors’ knowledge and belief, no litigation, mediation, conciliation or administrative proceeding is taking place, pending or threatened against the Company.

8.6 Consents and disclaimers of responsibility

None of the parties referred to below has made any statement that is included in this Prospectus or any statement on which a statement made in this Prospectus is based, except as specified below. Each of the parties referred to below, to the maximum extent permitted by law, expressly disclaims, and takes no responsibility for, any part of this Prospectus, other than the reference to its name and the statement included in this Prospectus with the consent of that party, as specified below.

Bell Potter Securities Limited has given, and has not withdrawn, its written consent to be named as Lead Manager to the Entitlement Offer in the form and context in which it is named.

McCullough Robertson has given, and has not withdrawn, its written consent to be named as lawyers to the Company in the form and context in which it is named.

Automic Registry Service Limited has given, and not withdrawn, its written consent to be named as share registrar in the form and context in which it is named.

8.7 Interests of experts and advisers

Except as set out in this Prospectus:

(a) no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus has any interest or has had any interest during the last two years:
(i) in the formation or promotion of Imugene;
(ii) in property acquired or proposed to be acquired by Imugene in connection with its formation or promotion or the offer of the New Shares and New Options, or
(iii) the offer of the New Shares and New Options;
(b) no amount has been paid or agreed to be paid, and no benefit has been given, or agreed to be given, to any person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus in connection with the services provided by the person in connection with the:
(i) formation or promotion of Imugene, or
(ii) offer of the New Shares and New Options; and
(c) the Lead Manager has not, and has not had in the two years before lodgment of this Prospectus, any interest in:
(i) the formation or promotion of Imugene,
(ii) the offer of the New Shares and New Options, or

46263690v5 | Prospectus

(iii) any property proposed to be acquired by Imugene in connection with the formation or promotion of Imugene or the offer of the New Shares and New Options; and
(iv) no amounts have been paid or agreed to be paid and no benefit has been given or agreed to be given, to the Underwriter for services rendered by it in connection with the formation or promotion of Imugene or the offer of the New Shares and New Options.

Bell Potter Securities Limited has acted as Lead Manager to the Entitlement Offer. Bell Potter Securities Limited will be paid a management and underwriting fee, details of which are disclosed in section 7.3 of this Prospectus.

McCullough Robertson has acted as legal adviser to the Company for the Entitlement Offer and has undertaken due diligence enquiries and provided legal advice on the Entitlement Offer. McCullough Robertson will be paid an amount of up to $30,000 (excluding GST) for these services.

8.8 Substantial Shareholders

The following Shareholders have a substantial holding in Imugene:

==> picture [405 x 88] intentionally omitted <==

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

Shareholder Shares Percentage interest
Warwick Andrew Lamb 7,520,002 5.20%
Consegna Group Ltd 25,000,000 6.61%
D M Wainford 12,655,207 8.81%
Platinum Investment Management Limited 194,224,434 8.20%
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The table above shows the current shareholding of each substantial Shareholder and not the position after taking up any Entitlements or the exercise of any New Options to be issued to them (to the extent they are an Eligible Shareholder able to participate in the Entitlement Offer).

8.9 Interests of Directors

Other than as set out above or elsewhere in this Prospectus:

(a) no Director or proposed Director of Imugene has, or has had in the two years before lodgment of this Prospectus, any interest in:
(i) the formation or promotion of Imugene,
(ii) any property proposed to be acquired by Imugene in connection with the formation or promotion of the offer of the New Shares and New Options; or
(iii) the offer of the New Shares and New Options; and
(b) no amounts have been paid or agreed to be paid and no benefit has been given or agreed to be given, to any Director or proposed Director of Imugene either:
(i) to induce him or her to become, or to qualify him or her as, a Director, or
(ii) otherwise for services rendered by him or her in connection with the formation or promotion of Imugene or the offer of the New Shares [#and New Options].

46263690v5 | Prospectus

Shareholdings

The Directors or their associates have a beneficial interest in the following Shares and Existing Options at the date of this Prospectus:

Director	Existing Shares	Existing Options
Paul Hopper	71,696,875	Nil
Charles Walker	26,500,000	Nil
Axel Hoos	7,500,000	15,000,000

The Directors reserve their rights to apply for New Shares under the Entitlement Offer.

Payments to Directors

The constitution of Imugene provides that the Directors may be paid, as remuneration for their services, a sum set from time to time by the Shareholders in general meeting, with that sum to be divided among the Directors as they agree.

The maximum aggregate amount which has been approved by the Shareholders for payment to the Directors is $400,000 per annum. The current Executive director fees is $137,400 per annum for the Chairman, $45,000 AUD per annum for Mr Charles Walker (non-executive director) and $45,000 USD for Dr Axel Hoos (non-executive director).

8.10 Expenses of the Entitlement Offer

The total estimated expenses of the Entitlement Offer payable by the Company including ASX and ASIC fees, underwriting fees, accounting fees, legal fees, share registry fees, printing costs, public relations costs and other miscellaneous expenses are estimated to be $157,538.

8.11 Allotment

Imugene will apply within seven days from the date of this Prospectus for quotation of the New Shares on ASX. It is expected that allotment of the New Shares under the Entitlement Offer will take place no more than five Business Days after the close of the Entitlement Offer.

Application Money will be held by Imugene on trust for Applicants until the New Shares are allotted. No interest will be paid on Application Money.

It is the responsibility of Applicants to work out the number of New Shares allotted and issued to them before trading the New Shares. The sale by an Applicant of New Shares before receiving their holding statement is at the Applicant’s own risk.

8.12 CHESS

The Company will apply for the New Shares to participate in CHESS. An Applicant who is issued New Shares under this Entitlement Offer will receive a shareholding statement instead of a share certificate. It sets out the number of New Shares issued to the successful Applicant.

The shareholding statement also provides details of the Shareholder’s HIN (in the case of a holding on the CHESS sub-register) or SRN (in the case of a holding on the issuer sponsored sub-register).

Shareholders need to quote their HIN or SRN, as applicable, in all dealings with a stockbroker or the share registry. Further statements are given to Shareholders showing changes in their

46263690v5 | Prospectus

shareholding during a particular month. Additional statements may be requested at any time, although the Company reserves the right to charge a fee for them.

8.13 Electronic Prospectus

This Prospectus is available in electronic form at www.imugene.com. Any person receiving this Prospectus electronically will, on request, be sent a paper copy of the Prospectus by Imugene free of charge until the Closing Date.

The Entitlement and Acceptance Form may only be distributed attached to a complete and unaltered copy of the Prospectus. The Entitlement and Acceptance Form included with this Prospectus contains a declaration that the investor has personally received the complete and unaltered Prospectus before completing the Entitlement and Acceptance Form.

Imugene will not accept a completed Entitlement and Acceptance Form if it has reason to believe that the Applicant has not received a complete paper copy or electronic copy of the Prospectus or if it has reason to believe that the Entitlement and Acceptance Form or electronic copy of the Prospectus has been altered in any way.

While Imugene believes that it is extremely unlikely that during the period of the Entitlement Offer the electronic version of the Prospectus will be altered in any way, Imugene can not give any absolute assurance that this will not occur. Any investor in doubt about the validity or integrity of an electronic copy of the Prospectus should immediately request a paper copy of the Prospectus directly from Imugene or a financial adviser.

8.14 Privacy

Eligible Shareholders may be asked to give personal information to Imugene directly, and through the share registry, such as name, address, telephone and fax numbers, tax file number and account details. The Company and the share registry collect, hold and use that personal information to provide facilities and services to Eligible Shareholders and undertake administration. Access to information may be disclosed by the Company to its agents and service providers on the basis that they deal with the information under the Privacy Act 1988 (Cth). The Company’s privacy policy sets out how Shareholders may request access to and correction of their personal information held by or on behalf of the Company (by contacting the share registry), how Shareholders can complain about privacy related matters and how the Company responds to complaints.

46263690v5 | Prospectus

8.15 Authorisation

This Prospectus is issued by the Company. Each Director has consented to the lodgment of the Prospectus with ASIC.

Dated 23 November 2017

==> picture [107 x 27] intentionally omitted <==

Paul Hopper

Chairman

46263690v5 | Prospectus

9 Glossary

In this document:

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Annual Report means the annual report of the Company for the financial year
ended 30 June 2017 which includes audited financial statements
for the financial year ended 30 June 2017 and the auditor’s report,
which was lodged with ASX and ASIC on 31 August 2017.
Applicant means a person or entity who submits an Entitlement and
Acceptance Form.
Application Money means the money received by the Company under the Entitlement
Offer, being the Offer Price multiplied by the number of New
Shares applied for by an Eligible Shareholder.
ASIC means the Australian Securities and Investments Commission.
ASX means ASX Limited ACN 008 624 691 or the securities exchange
operated by it (as the case requires).
Board means the board of directors of the Company.
Business Day means a business day as defined in the Listing Rules.
CHESS means Clearing House Electronic Subregister System, operated by
ASX Settlement.
Closing Date means the date on which the Entitlement Offer closes, being
5.00pm (AEDT) on Monday, 18 December 2017, or another date
nominated by the Company, in consultation with the Lead
Manager, subject to the Listing Rules.
Company or Imugene means Imugene Limited ACN 009 179 551.
Corporations Act means Corporations Act 2001 (Cth).
Directors means the directors of the Company.
Eligible Shareholder means a Shareholder as at the Record Date who is not an Ineligible
Shareholder.
Entitlement means the right to subscribe for New Shares and New Options
under the Entitlement Offer.
Entitlement and means a Shareholder’s personalised entitlement and acceptance
Acceptance Form form accompanying this Prospectus.
Entitlement Offer means the non-renounceable pro rata entitlement offer to Eligible
Shareholders to subscribe for 1 New Share for every 21 Existing
Shares of which the Shareholder is the registered holder on the
Record Date (and 1 New Option for every 2 New Shares issued), at
the Offer Price, under this Prospectus.
Equity Raising means the Entitlement Offer and the Placement.
Existing Options means the Options already on issue in Imugene and referred to in
section 8.4 of this Prospectus.
Existing Shareholders means the holders of Shares before the date of this Prospectus.
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46263690v5 | Prospectus

==> picture [415 x 554] intentionally omitted <==

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Existing Shares means the Shares already on issue in Imugene as at the Record
Date.
Ineligible Shareholder means a Shareholder with an address in the Company register of
Shareholders outside Australia and New Zealand, unless the
Company is satisfied that it is not precluded from lawfully issuing
Shares or Options to that Shareholder either unconditionally or
after compliance with conditions which the Board in its sole
discretion regards as acceptable and not unduly onerous.
Lead Manager means Bell Potter Securities Limited ACN 006 390 772.
Listing Rules means the Listing Rules of ASX and any other rules of ASX which
are applicable while the Company is admitted to the Official List of
ASX, each as amended or replaced from time to time, except to the
extent of any express written waiver by ASX.
New Options means new options in the Company issued under this Prospectus.
New Shares means the Shares issued by Imugene under this Prospectus,
including (as the context requires) the shortfall from the
Entitlement Offer issued as Shortfall Shares to the Lead Manager or
a sub-underwriter.
Offer Price means $0.018 per New Share.
Placement means the offer of Shares to institutional investors, announced on
23 November 2017 and to complete on or around 6 December
2017.
Placement Options means 186,111,111 options to be issued to Placement
Shareholders under this Prospectus on the terms set out in the
Annexure.
Placement means investors to be issued with Shares and Placement Options
Shareholders under the Placement.
Prospectus means this prospectus.
Record Date means 7.00pm (AEDT time) on 29 November 2017.
Shareholders means shareholders in Imugene.
Shares means fully paid ordinary shares in Imugene.
Shortfall Shares means those New Shares not taken up by Eligible Shareholders
under the Entitlement Offer, together with those New Shares to
which any Ineligible Shareholders would otherwise have been
entitled.
Underwriting means the underwriting agreement dated 23 November 2017
Agreement between Imugene and the Lead Manager.
Us or we means the Company.
You means the investors under this Prospectus.
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46263690v5 | Prospectus

Corporate directory

Company

Imugene Limited ACN 009 179 551 Level 3, 62 Lygon St Carlton VIC 3053 Tel: +61 3 9824 5254 www.imugene.com

Lead Manager to the Entitlement Offer

Bell Potter Securities Limited AFSL No. 243480 Level 29, 101 Collins Street Melbourne VIC 3000 Tel: 1300 023 557 www.bellpotter.com.au

Directors

Mr Paul Hopper ( Executive Chairman ) Dr Axel Hoos ( Non Executive Director ) Mr Charles Walker ( Non Executive Director )

Company Secretary Mr Justyn Stedwell

Lawyers to the Entitlement Offer McCullough Robertson Level 11, Central Plaza Two 66 Eagle Street BRISBANE QLD 4000 Tel: +61 7 3233 8888 www.mccullough.com.au

Share Registry

Automic Registry Service Limited Level 2, 267 St Georges Tce Perth WA 6000 Tel: +61 8 9324 2099 www.automic.com.au

46263690v5 | Prospectus

Annexure

New Option terms

==> picture [453 x 568] intentionally omitted <==

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Eligibility New Options to be issued to Eligible Shareholders who take up New Shares
under this Prospectus.
Grant of New Options To be issued on the basis of 1 New Option for every 2 New Shares issued
under this Prospectus.
Exercise of New Options Each New Option is exercisable immediately on issue. The New Options
may be exercised at any time before their expiry date, wholly or in part, by
delivering a duly completed form of notice of exercise together with a
cheque for the exercise price. Imugene will issue one Share for each New
Option exercised.
Holders of New Options may only exercise a minimum of $500 of New
Options on any particular occasion, unless the Holder has, in total, less
than $500 of New Options, in which case they must exercise all their New
Options at the same time.
The exercise of each New Option is subject to compliance with the
Corporations Act (in particular, the requirements of Chapter 6 of the
Corporations Act).
Terms of Shares issued Any Shares issued as a result of exercising a New Option will be issued on
the same terms and rank in all respects on equal terms, with existing
Shares.
Quotation of Shares Application for official quotation of Shares allotted and issued as a result of
issued the exercise of the New Options will be made within three Business Days
from the date of issue of the Shares.
Expiration of New Each New Option will have an expiration date that is 30 November 2020.
Options
Issue price of New No issue price is payable for the New Options as they are issued together
Options with any application by an Eligible Shareholder for New Shares.
Exercise price of New $0.026 upon exercise to acquire each Share.
Options
Option register New Options will be registered in the name of a Shareholder in an option
register maintained by the share registry. The share registry will issue
holding statements that evidence the number of New Options held by the
Shareholder. No option certificates will be issued.
Reconstruction of If there is a reconstruction (including consolidation, sub-division, reduction
capital or return) of the issued capital of Imugene:
(a) the number of New Options or the exercise price of the New
Options or both will be adjusted as specified in Listing Rule 7.22 as
it applies at the time of the reorganisation; and
(b) in all other respects the terms for the exercise of the New Options
will remain unchanged.
Adjustment where If there is a pro rata issue of Shares, the exercise price of the New Options
pro rata issue of Shares, will be adjusted as specified in Listing Rule 6.22.2. If there is a bonus or
bonus shares or stock cash issue of Shares, the number of Shares issued upon exercise of the
dividends New Options will be adjusted as specified in Listing Rule 6.22.3.
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46263690v5 | Prospectus

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New issues of Shares The New Options do not confer a right to participate in new issues of
Shares unless the New Options have been exercised on or before the
record date for determining entitlements to the issue.
Notice of adjustments Imugene will give written notice to the New Option holder of any
adjustment of the exercise price of the New Options and any increase or
decrease in the number of New Options.
Dividend rights While they remain unexercised, the New Options will not give a holder an
entitlement to receive any dividends declared and paid by Imugene for
Shares.
Applicable law Each New Option is issued subject to:
(a) the Corporations Act;
(b) the Listing Rules; and
(c) the Company’s constitution.
Quotation The Company will apply to ASX for official quotation of the New Options.
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46263690v5 | Prospectus

All Registry Communication to:

IMUGENE LIMITED | ACN 009 179 551

[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]

PO Box 2226, Strawberry Hills NSW 2012 1300 288 664 (within Australia) +61 2 9698 5414 (international) [email protected] www.automic.com.au

SRN/HIN : [HolderNumber]

[BARCODE]

`ENTITLEMENT AND ACCEPTANCE FORM`

OFFER CLOSES 5.00PM (AEDT) MONDAY 18 DECEMBER 2017 (UNLESS IT IS LAWFULLY EXTENDED)

Eligible Shares held as at the Record Entitlement to New Shares on a 1 New Amount payable on full acceptance at Date, 7.00pm (AEDT) on 29/11/2017 Share(s) for every 21 Shares held basis A$0.018 per Share [CumBalance] [Entitlement] [EntPayable]

IMPORTANT : As an Eligible Shareholder you are entitled to acquire the above New Shares for the amount payable and to receive 1 New Option for every 2 New Shares acquired for no additional consideration. This Offer is being made under the Prospectus dated 23/11/2017. The Prospectus contains information about investing in the New Shares and you should carefully read the Prospectus before applying for New Shares. This Entitlement and Acceptance Form should be read in conjunction with the Prospectus. If you do not understand it or you are in doubt as to how you should deal with it, you should seek professional advice.

Payment Amount (multiply the number in section 1 by A$0.018 2 (If the dollar amount below divided by the issue price is a fraction of a New Share, the New Shares allotted will be rounded down) A$ , , , , .

Insert the number of New Shares applied for and accepted 1 (being not more than your Entitlement shown above)

3: FOR BPAY PAYMENT

Biller Code: Ref:

You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such Securities for which you have paid.

4: FOR CHEQUE PAYMENT – INSERT DETAILS

Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable to Imugene Limited crossed “Not Negotiable” and forwarded to Automic to arrive no later than the Closing Date.

Cheque Number BSB Account Number -

5: PROVIDE YOUR CONTACT DETAILS

Telephone Number Contact Name (PLEASE PRINT) ( ) Email Address

SUPPORT YOUR COMPANY: By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

`INSTRUCTIONS FOR COMPLETION OF THIS FORM`

The Entitlement Offer to which this Entitlement and Acceptance Form relates is not being made to investors located or resident outside of Australia or New Zealand. In particular, this Entitlement Offer is not being made to any person in the U.S. or to a U.S. person. The Offer Booklet and Entitlement and Acceptance Form do not constitute an offer or invitation to acquire shares in any place in which, or to any person to whom, it would be unlawful to make such an offer or invitation.

ACCEPTANCE OF ENTITLEMENT OFFER

By returning the Entitlement and Acceptance Form with payment to the Registry:

you represent and warrant that you have read and understood the Prospectus and that you acknowledge the matters, and make the warranties and representations;
you provide authorisation to be registered as the holder of shares acquired by you and agree to be bound by the Constitution of the Company.

HOW TO APPLY FOR SHARES

1 Acceptance of Entitlement Shares

Enter into section 1 the number of New Shares you wish to apply for. The number of New Shares must be equal to or less than your Entitlement, which is set out overleaf.

2 Payment Amount

Enter into section 2 the total amount payable for the number of Entitled New Shares for which you are applying. If the dollar amount divided by the issue price is a fraction of a New Share, the New Shares allotted will be rounded down.

3 BPAY®

You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. To BPAY® this payment via internet or telephone banking use your reference number quoted on the front of this form. Multiple acceptances must be paid separately. Applicants should be aware of their financial institution’s cut-off time (the payment must be made to be processed overnight). It is the Applicant’s responsibility to ensure funds are submitted correctly by the closing date and time.

You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such securities for which you have paid.

4 Cheque Details

Enter your cheque details in section 6. Cheques must be drawn on an Australian branch of a financial institution in Australian currency, made payable to Imugene Limited and crossed “Not Negotiable”. Please ensure sufficient funds are held in your account. If you provide a cheque for an incorrect amount the Company may treat you as applying for as many New Shares as your cheque will pay for.

5 Contact Details Please enter a contact number or email address we may reach you on between the hours of 9:00am and 5:00pm AEDT. We may use this email or number to contact you regarding your acceptance of the New Shares, if necessary.

*By providing your email address, you elect to receive all communications despatched by the company electronically (where legally permissible )

LODGING YOUR ENTITLEMENT AND ACCEPTANCE FORM

This form must be received at an address given below by 5.00pm (AEDT) on Monday, 18 December 2017. (If you are making cheque payment)

BY MAIL

Imugene Limited C/- Automic PO Box 2226 Strawberry Hills NSW 2012

BY HAND DELIVERY (Between Sydney office hours 9.00am – 5.00pm AEDT)

Automic Level 3 50 Holt Street Surry Hills, NSW 2010

If you require further information about the offer, please contact the Automic on 1300 288 664 (from within Australia) or +61 2 9698 5414 (from outside Australia) between 9:00am and 5:00pm.

AI assistant

IMUGENE LIMITED — Capital/Financing Update 2017

65124_rns_2017-11-22_cf32540c-df57-4e61-910e-1529cbc6dddb.pdf

PROSPECTUS

IMUGENE LIMITED

ACN 009 179 551

Table of contents

IMPORTANT NOTICES General

Letter from the Chairman

23 November 2017

1 Investment overview

1.1 Summary offer details

1.2 Important dates

1.3 Purpose of the Equity Raising and use of funds

1.4 Shareholding structure

1.5 Potential questions and answers

1.6 Important notice

2 Imugene – the business

2.1 Company overview

2.2 Board and management team

Mr Paul Hopper

Mr Charles Walker

Dr Axel Hoos

Ms Leslie Chong

3 Details and effect of the Entitlement Offer

3.1 Overview

3.2 Underwriting

3.3 Eligible Shareholders

3.4 Placement

3.5 Non-renounceable

3.6 Shortfall facility

3.7

Financial position

3.8 Taxation considerations

3.9 Foreign selling restrictions

3.10 Withdrawal

3.11 Enquiries

4.1 Shareholder’s choices

4.2 Taking up all of your Entitlement

By hand delivery (not to be used if mailing)

By post

4.3 Taking up part of your Entitlement and allowing the balance to lapse

4.4 Allow your Entitlement to lapse

4.5 Consequences of not accepting your Entitlement

4.6 Payment

4.7

Entitlement and Acceptance Form is binding

4.8 Validity of Entitlement and Acceptance Forms

4.9 Brokerage and Stamp Duty

4.10 Broker handling fee

4.11 Notice to nominees and custodians

4.12 Information Availability

5 Financial information

5.1 Historical and pro forma consolidated balance sheet as at 30 June 2017

5.2 Basis of preparation of financial information

5.3 Pro-forma adjustments to consolidated balance sheet

Material transactions since 30 June 2017:

The Entitlement Offer:

5.4 Pro forma cash flow statement as at 30 June 2017

6 Risk factors

6.1 Factors influencing success and risk

Introduction

6.2 Specific investment risks

Products in development and not approved for commercial sale

Clinical trial risk

Regulatory and reimbursement approvals

Commercialisation of products and potential market failure

Dependence upon key personnel

Arrangements with third-party collaborators

Risk of delay and continuity of operations

Competition

Requirement to raise additional funds

Growth

Intellectual property

6.3 General investment risks

Investment risks

Quotation of options

Macro economic risks

Taxation risks

Accounting standards

IMUGENE LIMITED Capital/Financing Update 2017

`ENTITLEMENT AND ACCEPTANCE FORM`

`INSTRUCTIONS FOR COMPLETION OF THIS FORM`