IMUGENE LIMITED — Share Issue/Capital Change 2004

Dec 21, 2004

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002.

Name of entity

IMUGENE LIMITED

ABN

99 009 179 551

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued

Ordinary shares

• $\mathcal{D}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the *securities $\mathcal{R}$ (eg, if options, exercise price and date; if partly expiry paid *securities, the amount outstanding and due dates for payment; if +convertible securíties, the conversion price and dates for conversion)

2.261.484

Fully paid ordinary shares

• See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities? If the additional securities do not rank equally, please state: the date from which they do extent to which they the participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Yes
5.	Issue price or consideration	11.25 cents per Option exercise price
6.	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Conversion of 2,261,484 Unlisted Options into 2,261,484 Ordinary Shares (IMU).
7	Dates of entering "securities into uncertificated holdings or despatch of certificates	22 December 2004
8	Number and class оf all securities quoted $\mathbf{ASX}$ on (including the securities in clause 2 if applicable)	Number + Class 124,054,564 Ordinary shares

⁺ See chapter 19 for defined terms.

$\overline{Q}$ Number and $\pm$ class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	*Class
10,633,333 2,695,000	Options exercisable at \$0.1125 Performance Options Options exercisable at \$0.50

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

Not Applicable

Part 2 - Bonus issue or pro rata issue

• $11$ $Is$ security holder approval Not Applicable required?
• 12 Is the issue renounceable or non-Not Applicable renounceable?
• Ratio in which the "securities will Not Applicable be offered
• $14$ *Class of *securities to which the offer relates
• 15 *Record date determine fo entitlements

Not Applicable

Not Applicable

Not Applicable

• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions

Not Applicable

18 Names of countries in which the entity has *security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 οf Closing date for receipt acceptances or renunciations

Not Applicable

Not Applicable

13

⁺ See chapter 19 for defined terms.

20	Names of any underwriters	Not Applicable
21	Amount of any underwriting fee or commission	Not Applicable
22	Names of any brokers to the issue	Not Applicable
23.	Fee or commission payable to the broker to the issue	Not Applicable
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	Not Applicable
25.	If the issue is contingent on *security holders' approval, the date of the meeting	Not Applicable
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	Not Applicable
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Not Applicable
28	Date rights trading will begin (if Not Applicable applicable)
29	Date rights trading will end (if Not Applicable applicable)
30	How do *security holders sell their entitlements in full through a broker?	Not Applicable
31	How do "security holders sell part of their entitlements through a broker and accept for the balance?	Not Applicable

⁺ See chapter 19 for defined terms.

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 ⁺Despatch date Not Applicable

Not Applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• $(a)$ Securities described in Part 1
• $(b)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to $43$ )

Tick to indicate you are providing the information or documents

35

If the "securities are "equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

36	If the "securities are "equity securities, a distribution schedule of the additional "securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ 100,001 and over
37	A copy of any trust deed for the additional *securities

(now go to $43$ )

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38.	Number of securities for which Not Applicable *quotation is sought
39.	Class of "securities for which quotation is sought	Not Applicable
40.	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities?	Not Applicable
	If the additional securities do not rank equally, please state: the date from which they do ٠ extent to which the they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period	Not Applicable
	(if issued upon conversion of another security, clearly identify that other security)
42.	Number and class of all securities quoted on ASX (including the securities in clause 38)	Number + Class Not Applicable

(now go to $43$ )

⁺ See chapter 19 for defined terms.

All entities

Fees

43

Payment method (tick one)
	Cheque attached
	Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
	Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may Ť quote the "securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.

$\div$ See chapter 19 for defined terms.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that $\overline{ASX}$ is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ...................................... (Director/Company secretary)

Print name: MARK PEARCE

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$+$ See chapter 19 for defined terms.