IMUGENE LIMITED — Capital/Financing Update 2024

Dec 23, 2024

Appendix 3B - Proposed issue of securities

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Announcement Summary

Entity name

IMUGENE LIMITED

Announcement Type

New announcement

Date of this announcement

23/12/2024

The Proposed issue is:

A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
New class-code to be	Convertible Notes	200
confirmed
New class-code to be	Noteholder Warrants	526,315,789
confirmed

Proposed +issue date 23/1/2025

Refer to next page for full details of the announcement

Appendix 3B - Proposed issue of securities

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Appendix 3B - Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

IMUGENE LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

99009179551

1.3 ASX issuer code

IMU

1.4 The announcement is

New announcement

1.5 Date of this announcement

23/12/2024

1.6 The Proposed issue is:

A placement or other type of issue

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Appendix 3B - Proposed issue of securities

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 22/1/2025 Actual No

Comments

The issuance of the Convertible Notes and Warrants is subject to Imugene's shareholder approval, and a number of conditions precedent being satisfied or waived, including, among others, shareholders approving the terms of the Warrants for the purposes of ASX Listing Rule 7.1 and no "Material Adverse Effect" (being a material adverse effect on the ability of the Company to perform its obligations under the terms of issue of the Convertible Notes, Warrants or subscription agreement, or the business operations, property, financial condition, financial performance or prospects of the Company and its subsidiaries) occurring in respect of the Company up to and including on the issue date of the Convertible Notes and Warrants to CVI.

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? New class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Convertible Notes

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Appendix 3B - Proposed issue of securities

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+Security type Other Number of +securities proposed to be issued 200 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No Please describe the consideration being provided for the +securities 200 Convertible Notes (each with a face value of $100k) will be issued to the Noteholder in consideration for investing $20m into the Company. Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 100,000.000000 Will all the +securities issued in this class rank equally in all respects from their issue date? Yes Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-researc h/1.0/file/2924-02898504-3A658888 Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the 'new' class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No No ASX +security code +Security description New class-code to be confirmed Noteholder Warrants +Security type Other

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Appendix 3B - Proposed issue of securities

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Number of +securities proposed to be issued

526,315,789

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

The Noteholder Warrants will be issued for nil consideration

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 0.049400

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. Refer ASX announcement dated 23 December 2024.chrome-extension://efaidnbmnnnibpcajpcglclefindmkaj/https://cdn-api .markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02898504-3A658888

Part 7C - Timetable

7C.1 Proposed +issue date

23/1/2025

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1

22/1/2025

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

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Appendix 3B - Proposed issue of securities

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7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

The issue of the Convertible Notes will provide Imugene with a substantial capital injection to support its clinical pipeline.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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