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INVION LIMITED Capital/Financing Update 2011

Mar 30, 2011

65148_rns_2011-03-30_0cdcae3f-26b8-49d9-91b4-f3e026f19323.pdf

Capital/Financing Update

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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 Convertible Note (the Note ) be issued 2 Number of[+] securities issued or A$150,000 Note to be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities Note (eg, if options, exercise price and  The principal amount of the Note is expiry date; if partly paid A$150,000 (the Principal Amount ). +securities, the amount  The Note does not bear interest and is outstanding and due dates for payment; if +convertible unsecured.  On maturity, the Note shall convert securities, the conversion price and dates for conversion) into new Ordinary Shares of the Company determined by dividing the Principal Amount to be converted by the lesser of: 1. 140% of the average of the daily VWAPs per Share for the twenty

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

  • (20) consecutive Trading Days immediately prior to 16 May 2010; and

    1. 90% of the lowest daily VWAP per Share during the twenty (20) Trading Days immediately prior to the Repayment Date of that Repayment, (the Conversion Price)
  • The Note may be repaid in cash at 102.5% of its face value upon the Company providing written notice to the Noteholder within 7 days of the Note’s maturity.

  • The Ordinary Shares issued upon conversion of the Note will rank pari passu with existing Ordinary Shares.

  • On each repayment date, the Company shall grant the Investor, or its nominee or designee, Options in the number equal to 20% of the number of the new Ordinary shares (calculated as per point 3 above) issued or issuable on that repayment date, exercisable at a price equal to 130% of the Conversion Price applicable to the repayment.

  • The Note does not carry any voting rights at meetings of shareholders of the Company, and has no rights of participation in any rights issue undertaken by the Company prior to conversion of the Note.

  • See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

4 Do the[+] securities rank equally in On conversion of the Note, the Ordinary all respects from the date of Shares will rank pari passu with existing allotment with an existing[+] class Ordinary Shares. 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

$150,000 cash

6 Purpose of the issue Issue of Note pursuant to the Convertible (If issued as consideration for the Loan Agreement, details of which were acquisition of assets, clearly announced to the market on 17 May 2010. identify those assets)

  • 7 Dates of entering +securities 31 March 2011 into uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all 140,591,740 Ordinary Shares +securities quoted on ASX ( including the securities in 16,287,355 Share options clause 2 if applicable) exercisable at $1.00 each on or before 31 December 2012

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

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 and convertible notes. 10 Dividend policy (in the case of a Not applicable

  • 10 Dividend policy (in the case of a 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
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 4

24/10/2005

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 5

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 6

1/1/2003

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 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 Not applicable now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all Not applicable +securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 7

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.

Sign here: Date: 31 March 2011 (Company secretary)

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
1,900,000 Share options exercisable at $0.517 each on or before 16 May
2015
148,148 Share options exercisable at $0.351 each on or before 15 June
2015
127,443 Share options exercisable at $0.306 each on or before 15 July
2015

(c) Convertible Notes on Issue

Number +Class
1 Convertible Note with a face value of $150,000 expiring 27
April 2011
2 Convertible Notes with a face value of $1,000,000 each
expiring 30 June 2011
2 Convertible Notes with a face value of $1,000,000 each
expiring 31 December 2011
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 9

  • See chapter 19 for defined terms.

Appendix 3B Page 10

1/1/2003