INVION LIMITED — Capital/Financing Update 2011

Sep 4, 2011

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 Ordinary shares be issued

• 2 Number of[+] securities issued or Rights Issue: 60,058,036 Ordinary shares to be issued (if known) or (Maximum: actual number to be confirmed) maximum number which may be issued Issued as fees: not yet known. Refer to 21 for further details.

• 3 Principal terms of the[+] securities Fully paid ordinary shares issued at $0.18 per (eg, if options, exercise price and share expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible 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

Yes

• 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 $0.18 each 6 Purpose of the issue The purpose of the Offer is to raise funds (If issued as consideration for the primarily for: acquisition of assets, clearly  Further progression of

• identify those assets) commercialisation discussions with pharmaceutical companies in relation to XToll®;

• Mechanism of action research studies and other research;

• Phase 1 clinical trial in Lupus at clinical trial sites in Australia, Taiwan and Hong Kong;

• Drug manufacturing;

• Further strengthening of the Company’s intellectual property portfolio; and

• General working capital requirements

7 Dates of entering +securities By 17 October 2011 into uncertificated holdings or despatch of certificates

• See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Number +Class 8 Number and +class of all 216,853,054 Ordinary Shares +securities quoted on ASX ( including the securities in 18,787,355 Share options clause 2 if applicable) exercisable at $1.00 each on or before 31 December 2012 Number +Class 9 Number and +class of all See Attachment A Restricted fully paid +securities not quoted on ASX shares and share ( including the securities in options, unlisted clause 2 if applicable) share options, unlisted performance rights and convertible notes. 10 Dividend policy (in the case of a Not applicable trust, distribution policy) on the increased capital (interests)

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	No
	Non-renounceable
	3 new shares for every 8 shares held
	Ordinary shares
	13 September 2011
	No
	Fractional entitlements will be rounded up

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

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 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	Canada, China, Great Britain, Hong Kong, India, Monaco, Singapore, United States of America, Sweden, Malaysia, Liechenstein
	7 October 2011
	Zheng He Securities Pty Ltd
	The following fees will be payable to the Underwriter:  Advisory fee $250,000;  a Management Fee of 1% plus GST of total funds raised pursuant to the Offer;  an Underwriting fee: (a) in cash of 6% plus GST of the Underwritten Amount, being the Underwritten Securities multiplied by the Price; or (b) at the Underwriters sole discretion, an Underwriting fee of 8% plus GST of the Underwritten Amount, being the Underwritten Securities multiplied by the Price in the event that payment of the Underwriting fee is made by way of issuance of new Shares in the Company.
	n/a
	n/a
	n/a

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

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? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	n/a
	19 September 2011
	5 September 2011
	n/a
	n/a
	n/a
	n/a
	n/a
	By 17 October 2011

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 ]

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

(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

Entities that have ticked box 34(b)

38 Number of securities for which Not applicable +quotation is sought

39 Class of +securities for which Not applicable quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

40 Do the[+] securities rank equally in Not applicable 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

Not applicable

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)

Number	+Class
Not applicable

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

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

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

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

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

Sign here: (Company secretary)

Date: 5 September 2011

Print name: BEN GRAHAM

• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003

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.

24/10/2005 Appendix 3B Page 9