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INVION LIMITED Capital/Financing Update 2011

Nov 3, 2011

65148_rns_2011-11-03_bd30d8aa-c1f9-423b-a16b-f09ca7a1a38d.pdf

Capital/Financing Update

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==> picture [596 x 108] intentionally omitted <==

4 November 2011

The Manager Company Announcements Office ASX Limited 20 Bridge St SYDNEY NSW 2000

Dear Sir,

APPLICATION FOR QUOTATION OF ADDITIONAL SECURITIES (APPENDIX 3B)

Attached to this announcement is an Appendix 3B - New issue announcement, application for quotation of additional securities and agreement.

In 2009, Analytica Limited, a company in which Dr Michael Monsour is Chairman, entered into a ‘best endeavours’ agreement with CBio to subscribe for up to $1 million in Convertible Notes prior to CBio listing on the ASX. Each Note had a conversion price of $0.50 per share plus two free attaching options for each share issued on conversion of the Note. The Options would have an exercise price of $1.00 and expire 31 December 2012. Prior to entering into this agreement, Analytica subscribed for $500,000 in Convertible Notes on the same terms.

An agreement between CBio and Analytica was reached in which the right to subscribe for the Note would be transferred to a Melbourne stockbroking firm and that in exchange for Analytica giving up its right to subscribe for the Note, Analytica would be issued 2 million share options, with an exercise price of $1.00 and an expiry date of 31 December 2012. A Deed of Novation was entered into.

Due to clerical error the 2 million share options were not previously issued to Analytica. This oversight was recently revealed and has now been rectified.

For and on behalf of the Board of CBio Limited

ROSLYNN SHAND

Company Secretary

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

CBio Limited

ABN

76 094 730 417

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of +securities issued or to 1. Ordinary shares be issued 2. Share Options 2 Number of[+] securities issued or 1. 18,932,165 ordinary shares to be issued (if known) or 2. 2,000,000 options maximum number which may be issued 3 Principal terms of the[+] securities Ordinary Shares rank pari passu with (eg, if options, exercise price and existing Ordinary Shares. expiry date; if partly paid +securities, the amount Share options have an exercise price of $1.00 outstanding and due dates for payment; if +convertible and an expiry date of 31 December 2012. securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

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
 the extent to which they
participate
for
the
next
dividend, (in the case of a
trust, distribution) or interest
payment
 the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution
or
interest
payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition
of
assets,
clearly
identify those assets)
7
Dates of entering
+securities
into uncertificated holdings or
despatch of certificates
8
Number
and
+class
of
all
+securities
quoted
on
ASX
(including
the
securities
in
clause 2 if applicable)
Yes – ordinary shares
No – ordinary shares issued upon exercise of
options will rank equally with existing
ordinary shares
Yes – ordinary shares
No – ordinary shares issued upon exercise of
options will rank equally with existing
ordinary shares
1. 13,081,039 ordinary shares at $0.18 per
share and 5,851,126 ordinary shares
issued in lieu of payment for
underwriting and placement services
provided to the Company
2. Options ‐ nil
1. Shares
issued
pursuant
to
a
placement
to
professional
&
sophisticated
investors
as
announced to the market on 1
November 2011
2. Options issued in relation to an
agreement for the assignment of a
right to subscribe for a convertible
note
3 November 2011
Number +Class
235,785,219
20,787,355
Ordinary Shares
Share options
exercisable at $1.00
each on or before 31
December 2012
  • See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
clause 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
See Attachment A Restricted fully paid
shares and share
options, unlisted
share options and
convertible notes.
Not applicable

Part 2 - Bonus issue or pro rata issue

11
Is
security
holder
approval
required?
12
Is the issue renounceable or non‐
renounceable?
13
Ratio in which the+securities
will be offered
14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will
holdings
on
different
registers (or subregisters) be
aggregated
for
calculating
entitlements?
17
Policy for deciding entitlements
in relation to fractions
18
Names of countries in which the
entity has+security holders who
will not be sent new issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

20
Names of any underwriters
21
Amount of any underwriting fee
or commission
22
Names of any brokers to the
issue
23
Fee or commission payable to
the broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the
date of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent
to persons entitled
27
If the entity has issued options,
and the terms entitle option
holders
to
participate
on
exercise, the date on which
notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell
their entitlements_in full_through
a broker?
31
How do+security holders sell
part
of
their
entitlements
through a broker and accept for
the balance?
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

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

Not applicable

  • 33 +Despatch date

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

Tick to indicate you are providing the information or documents

  • 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

  • 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 ‐ 1,000

  • 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

  • 37 A copy of any trust deed for the additional[+] securities

  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Entities that have ticked box 34(b)

38
Number of securities for which
+quotation is sought
39
Class of
+securities for which
quotation is sought
40
Do the+securities rank equally in
all respects from the date of
allotment with an existing+class
of quoted+securities?
If the additional securities do not
rank equally, please state:
 the date from which they do
 the extent to which they
participate
for
the
next
dividend, (in the case of a
trust, distribution) or interest
payment
 the extent to which they do
not rank equally, other than in
relation to the next dividend,
distribution
or
interest
payment
41
Reason for request for quotation
now
Example: In the case of restricted securities, end
of restriction period
(if issued upon conversion of
another security, clearly identify
that other security)
42
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause
38)
Not applicable
Not applicable
Not applicable
Not applicable
Number +Class
Not applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted +quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

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

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: Date: 4 November 2011 (Company Secretary)

Print name: Roslynn Shand

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

ATTACHMENT A

Number and[+] class of all[+] securities not quoted on ASX ( including the securities in clause 2 if applicable)

(a) ASX Restricted Securities (not quoted)

Number +Class
3,359,744 Ordinary fully paid shares, classified by ASX as restricted
securities and to be held in escrow for a period of 24 months
from the commencement of official quotation
15,087,494 Share options exercisable at $1.00 each on or before 31
December 2012,classified by ASX as restricted securities and
to be held in escrow for a period of 24 months from the
commencement of official quotation

(b) Securities Not Quoted

Number +Class
710,000 Share options exercisable at $2.00 each on or before 31
December 2012
600,000 Share options exercisable at $3.00 each on or before 31
December 2012
1,700,000 Share options exercisable at $0.517 each on or before 16 May
2015

(c) Convertible Notes on Issue

Number +Class
2 Convertible Notes with a face value of $1,000,000 each
expiring 31 December 2011

(d) Performance Rights on Issue

Number +Class
3,100,000 Performance Rights expiring19 July2018
  • See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003