INVION LIMITED — Capital/Financing Update 2014

Nov 20, 2014

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

INVION 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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	1. Fully paid ordinary shares 2. Unlisted share Options 3. Unlisted convertible security
	1. 4,663,894 fully paid ordinary shares comprising 1,663,894 commitment fee shares and 3,000,000 collateral shares 2. 3,500,000 unlisted share options 3. One convertible security with a face value of AU$1,060,000. Assuming conversion into fully paid ordinary shares at $0.058, being the market price for shares on 10 November 2014, this security would be convertible to a maximum of 18,275,862 fully paid ordinary shares. All securities are issued pursuant to the Share Purchase and Convertible Security Agreement (SPCSA) with The Australian Special Opportunity Fund announced 10 November 2014.

• See chapter 19 for defined terms.

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3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• 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

• Fully paid ordinary shares.

• Unlisted share options have an exercise price of $0.0721 and an expiry date of 22 November 2017.

• Convertible Security is unsecured and has a face value of $1,060,000. The security shall be convertible into new shares, in amounts of no less than $50,000, after a 90 day lock-up period. The conversion price per share shall equal 90% of the average of five daily VWAPs per share as chosen by the Investor during the 20 consecutive trading days immediately prior to the relevant conversion.

• Fully paid ordinary shares – Yes. 2. Share options - Once Shares are allotted upon exercise of the options the participant will hold the Shares free of restrictions. The Shares will rank for dividends declared on or after the date of issue but will carry no right to receive any dividend before the date of issue. A holder of options is not entitled to participate in dividends, a new issue of Shares or other securities made by the Company to Shareholders merely because he or she holds options. However, if a pro rata bonus or cash issue of securities is awarded by the Company, the Company will adjust the number of Shares over which an option exists and the exercise price in the manner specified in the Listing Rules.

• Convertible Security - Shares issued upon conversion of the Convertible Security will be on equal terms and rank equally with existing shares. The Convertible Security does not carry any dividend or voting rights.

5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	1. Deemed issue price of $0.0601 which is the average of daily VWAPs of Invion shares for the 20 trading days immediately prior to execution of the SPCSA. The deemed issue price for the collateral shares will be determined at the time any such shares are capitalised against the Company’s obligations under the SPCSA. 2. Nil consideration 3. $1,000,000
	Pursuant to Share Purchase and Convertible Security Agreement (SPCSA) with The Australian Special Opportunity Fund, LP (ASOF) announced on 10 November 2014. Funds raised will be used for working capital purposes.
	Yes
	21 November 2014
	26,439,756
	0

• See chapter 19 for defined terms.

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6e Number of[+] securities issued Not applicable to this Appendix 3B with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued Not applicable to this Appendix 3B under an exception in rule 7.2 6g If securities issued under rule Not applicable to this Appendix 3B 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under Not applicable to this Appendix 3B rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining Capacity under LR 7.1 is 51,224,060 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 Capacity under LR 7.1A is 52,458,650 and release to ASX Market Announcements 7 Dates of entering +securities 21 November 2014 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 547,553,228 Fully paid Ordinary +securities quoted on ASX Shares ( including the securities in section 2 if applicable)

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	1,700,000 17,625,000 10,525,000 14,987,500 3,500,000 3,500,000 1	Share Options exercisable at $0.517 each on or before 16 May 2015 Share Options exercisable at $0.09 each on or before 9 November 2017 Share Options exercisable at $0.10 each on or before 9 November 2017 Share Options exercisable at $0.12 each on or before 9 November 2018 Share Options exercisable at $0.0721 each on or before 11 November 2017 Share Options exercisable at $0.0721 each on or before 22 November 2017 Convertible Security which, assuming conversion at the market price for shares on 10 November 2014 ($0.058), would convert to a maximum of 18,275,862 fully paid ordinaryshares.

• See chapter 19 for defined terms.

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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 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	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B

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? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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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) – Not applicable

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) - Not applicable

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)

Number +Class

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.

• See chapter 19 for defined terms.

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• 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: ( ~~Director~~ /Company Secretary) Print name: Melanie Farris

Date: 21 November 2014

== == == == ==

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for[+] eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [415 x 379] intentionally omitted <==

----- Start of picture text -----

Insert number of fully paid ordinary 462,709,792
securities on issue 12 months before date
of issue or agreement to issue
Add the following:
• Number of fully paid ordinary securities 11,848,977 - shares issued under the Rights
issued in that 12 month period under an Issue on 28 March 2014
exception in rule 7.2
• Number of fully paid ordinary securities
66,666,671 – shares issued under a
issued in that 12 month period with
placement to institutional and sophisticated
shareholder approval
investors, dated 21 February 2014.
• Number of partly paid ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid ordinary 0
securities cancelled during that 12 month
period
“A” 541,225,440
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	81,183,816
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	3,500,000 – 1stcommitment share options issued to The Australian Special Opportunity Fund 3,500,000 – 2ndcommitment share options issued to The Australian Special Opportunity Fund (the subject of this Appendix 3B) 1,663,894 – 2ndcommitment shares issued to The Australian Special Opportunity Fund (the subject of this Appendix 3B) 3,000,000 – collateral shares issued to The Australian Special Opportunity Fund (subject of this 3B) 18,275,862 – shares to be issued on full conversion of Convertible Security of converted at market price for Invion shares on 10 November 2014, issued under the SPCSA with ASOF (subject of this 3B)
“C”	29,939,756
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	81,183,186
Subtract“C” Note: number must be same as shown in Step 3	29,939,756
Total[“A” x 0.15] – “C”	51,244,060_[Note: this is the remaining_ placement capacity under rule 7.1]

Part 2

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	541,225,440
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	54,122,544
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items	1,663,894 – 1stcommitment shares issued to The Australian Special Opportunity Fund (the subject of this Appendix 3B)
“E”	1,663,894

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	54,122,544
Subtract“E” Note: number must be same as shown in Step 3	1,663,894
Total[“A” x 0.10] – “E”	52,458,650 Note: this is the remaining placement capacity under rule 7.1A