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INVION LIMITED

ACN 094 730 417

Information Booklet

1 for 20 pro rata non-renounceable Entitlement Offer at 7.5 cents per Share to raise approximately $2 million before Offer Costs.

Entitlement Offer closes: 5.00pm (AEDT) on 25 March 2014

If you are an Eligible Shareholder, this is an important document that requires your immediate attention. It should be read in its entirety. If, after reading this document you have any questions about the securities being offered for issue under it or any other matter, you should contact your stockbroker, solicitor, accountant or other professional adviser.

Joint Lead Managers

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Legal Adviser

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IMPORTANT NOTICES

This Information Booklet is dated 26 February 2014. Capitalised terms in this section have the meaning given to them in this Information Booklet.

The Entitlement Offer is being made without a prospectus in accordance with section 708AA Corporations Act (as notionally modified by ASIC Class Order 08/35). This Information Booklet does not contain all of the information which a prospective investor may require to make an informed investment decision. The information in this Information Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

This Information Booklet is important and should be read in its entirety before deciding to participate in the Entitlement Offer. This Information Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC.

By returning an Entitlement and Acceptance Form or otherwise paying for your New Shares or Top Up Shares through BPAY in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Information Booklet and you have acted in accordance with and agree to the terms of the Entitlement Offer detailed in this Information Booklet.

No overseas offering

This Information Booklet and the accompanying Entitlement and Acceptance Form do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. This Information Booklet is not to be distributed in, and no offer of New Shares or Top Up Shares is to be made in countries other than Australia and New Zealand. The distribution of this Information Booklet in other jurisdictions may be restricted by law and therefore persons who come into possession of this Information Booklet should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

No action has been taken to register or qualify the Entitlement Offer, the Entitlements or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction outside Australia or New Zealand. Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for Invion to lawfully receive your Application Monies.

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

This document has not been registered, filed with or approved by a New Zealand regulatory authority under the Securities Act 1978 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Definitions, currency and time

Defined terms used in this Information Booklet are contained in section 5. All references to currency are to Australian dollars and all references to time are to Australian Eastern Daylight Saving Time ( AEDT ), unless otherwise indicated.

Taxation

New Shares. Invion recommends that you consult your professional tax adviser in connection with the Entitlement Offer.

Privacy

Invion collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the Application and, if the Application is successful, to administer the Applicant's shareholding in Invion. By submitting an Entitlement and Acceptance Form, you will be providing personal information to Invion (directly or through the Share Registry). Invion collects, holds and will use that information to assess your Application. Invion collects your personal information to process and administer your shareholding in Invion and to provide related services to you. Invion may disclose your personal information for purposes related to your shareholding in Invion, including to the Share Registry, Invion's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that Invion holds about you. To make a request for access to your personal information held by (or on behalf of) Invion, please contact Invion through the Share Registry.

Governing law

This Information Booklet, the Entitlement Offer and the contracts formed on acceptance of the Applications are governed by the law applicable in Queensland, Australia. Each Applicant submits to the exclusive jurisdiction of the courts of Queensland, Australia.

No representations

No person is authorised to give any information or to make any representation in connection with the Entitlement Offer which is not contained in this Information Booklet. Any information or representation in connection with the Entitlement Offer not contained in the Information Booklet may not be relied upon as having been authorised by Invion or any of its officers.

Past Performance

Investors should note that Invion’s past performance, including past share price performance, cannot be relied upon as an indicator of (and provides no guidance as to) Invion’s future performance including Invion’s future financial position or share price performance.

Future performance

This Information Booklet contains certain forward-looking statements with respect to the financial condition, results of operations, projects and business of Invion and certain plans and objectives of the management of Invion. These forward-looking statements involve known and unknown risks, uncertainties and other factors which are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct.

Forward-looking statements are provided as a general guide only and there can be no assurance that actual outcomes will not differ materially from these statements. Neither Invion, nor any other person, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statement will actually occur. In particular, such forwardlooking statements are subject to significant uncertainties and contingencies, many of which are outside the control of Invion. A number of important factors could cause actual results or performance to differ materially from the forward looking statements. Investors should consider the forward looking statements contained in this Information Booklet in light of those disclosures.

Risks

There will be tax implications associated with participating in the Entitlement Offer and receiving New Shares. Invion considers that it is not appropriate to give advice regarding the tax consequences of subscribing for New Shares under this Information Booklet or the subsequent disposal of any

Refer to section 4 of this Information Booklet for a summary of general and specific risk factors that may affect Invion.

Chairman’s and Managing Director’s letter

Dear Shareholder

On behalf of Invion Limited ( Invion ), we are very pleased to invite you to participate in the recently announced 1 for 20 non-renounceable entitlement issue for new Invion ordinary shares ( New Shares ) at an issue price of 7.5 cents per New Share ( Entitlement Offer ).

On 21 February 2014, Invion announced its successful raising of approximately $5 million through a placement to institutional and sophisticated investors ( Placement ) and its intention to proceed with the Entitlement Offer (together, the Equity Raising ).

Funds raised from the Equity Raising will be applied to the recently announced collaboration with 3M Drug Delivery Systems to develop Invion’s inhaled respiratory drugs franchise, and the continuing development of Invion’s three drug assets:

 INV102 (nadolol);  INV103 (ala-Cpn10); and  INV104 (zafirulkast).

More detailed information on the use of funds from the Equity Raising can be found in section 1.2 of this Information Booklet.

Your Company’s focus continues to be the development and commercialisation of new therapies for inflammatory diseases, and we are continuing to build on a strong body of evidence for our proprietary therapeutic candidates.

Our three phase II clinical programs – in chronic bronchitis, asthma and lupus – are all underway.

Your Company’s achievements in the last 12 months include:

Initiation and commencement of our phase II clinical trial of INV102 (nadolol) in asthma patients, a study that is funded by the US National Institutes of Health in excess of US$4 million;
The submission of an Investigational New Drug Application (IND) with the US Food and Drug Administration (FDA) for our INV103 (ala-Cpn10) program in lupus;
Attracting high calibre biotech CEO, Dr Greg Collier;
Initiation and commencement of our phase II clinical trial investigating INV103 (ala-Cpn10) in lupus patients;
Initiation and commencement of our phase II clinical trial investigating INV102 (nadolol) in patients with chronic obstructive pulmonary disease (COPD) who are in registered quit smoking programs; and
The announcement of a global licensing deal to develop inhaled versions of Accolate, adding a new asset, INV104 (zafirlukast) to our pipeline, as the Company seeks to develop the first inhaled, non-steroidal, anti-inflammatory treatment for asthma.

Further, we are very pleased to have commenced a collaboration to progress our inhaled respiratory drug franchise with 3M Drug Delivery Systems, a global leader in pressured metered dose inhaler (PMDI) technology.

This collaboration kick starts the next phase of Invion’s strategic development and growth, and was a catalyst for the Equity Raising.

Inhaled respiratory drugs may provide advantages over other delivery methods due to their targeted delivery, smaller doses and fewer side effects. If Invion’s inhaled treatments prove safe and effective in patients, your Company will have the opportunity to target the multi billion dollar respiratory market with three potential drug candidates – oral INV102, inhaled INV102 and inhaled INV104.

We continue to believe that if INV102 (nadolol) shows a positive effect and reduces or reverses mucus metaplasia in the airway, we have an asset with significant potential that could have a positive impact on patients worldwide.

We have continued to progress our programs cost-effectively, and have aimed to secure further sources of non-dilutive funding for future development programs. We also continue to build relationships with strategic partners, and similar to the Company’s agreements with Numoda Corporation and 3M, continue to identify opportunities for collaboration with leading global companies.

The Company’s plans and target clinical milestones for the coming 12-18 months include completion of three phase II clinical trials currently underway in asthma, ‘smoking cessation’ and lupus. We will also be progressing the inhaled respiratory franchise through feasibility and early manufacture towards early clinical, pre-IND and IND status. The Company’s forthcoming clinical milestones are described in more detail in the Invion investor presentation lodged with the Australian Securities Exchange ( ASX ) on 26 February 2014 (and set out in section 2 of this Information Booklet).

Under the Entitlement Offer, Eligible Shareholders have the opportunity to invest at the price of 7.5 cents, which is the same price as the institutional investors who participated in the Placement. The number of New Shares you are entitled to subscribe for under the Entitlement Offer ( Entitlement ) is set out in your personalised Entitlement and Acceptance Form that is enclosed in this Information Booklet.

The issue price of 7.5 cents per New Share represents a 20% discount to the weighted average closing price for the five trading days to 18 February 2014 (being the last trading day before the Placement was announced by the Company). If you take up your Entitlement, you can also apply for additional shares under a ‘top-up’ facility (refer to section 3 of this Information Booklet for more information).

Eligible Shareholders may subscribe for all or part of their Entitlement. Any New Shares not taken up by the Closing Date may be made available to those Eligible Shareholders who took up their full Entitlement and applied for additional New Shares under the Top Up Facility detailed in section 3 . There is no guarantee that such Shareholders will receive the number of New Shares applied for under the Top Up Facility, or any.

The Entitlement Offer is non-renounceable and therefore your Entitlements will not be tradeable on the ASX or otherwise transferable. We encourage you to consider this offer carefully.

Invion Directors will take up all or part of their entitlement.

Your Board recommends this offer of New Shares for your consideration.

Other Information

This Information Booklet contains important information, including:

the investor presentation referred to above, which was released to the ASX on 26 February 2014, and provides information on Invion for you to consider;
instructions on how to apply, detailing how to participate in the Entitlement Offer if you choose to do so, and a timetable of key dates;
a personalised Entitlement and Acceptance Form which details your Entitlement, to be completed in accordance with the instructions; and
instructions on how to take up all or part of your Entitlement via BPAY.

The Entitlement Offer closes at 5.00pm (AEDT) on 25 March 2014.

Please read in full the details on how to submit your application, which are set out in this Information Booklet. For further information regarding the Entitlement Offer, please call the Share Registry, Link Market Services on 1300 910 051 (within Australia) or +61 1300 910 051 (outside Australia), or visit the Company’s website at www.inviongroup.com.

An investment in Invion should be considered speculative. Section 4 identifies the major risks associated with an investment in Invion. You should consult your stockbroker, solicitor, accountant or other professional adviser to evaluate whether or not to participate in the Entitlement Offer.

On behalf of the Board of Invion, we encourage you to consider this investment opportunity and thank you for your ongoing support.

Yours sincerely

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Dr Ralph Craven Chairman 26 February 2014

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Dr Greg Collier Managing Director & Chief Executive Officer 26 February 2014

Summary of Equity Raising

Placement
Issue Price	7.5 cents per Share
Size	66,666,671 million Shares
Gross proceeds	Approximately $5 million
Entitlement Offer
Ratio	1 New Share for every 20 Existing Shares
Issue Price	7.5 cents per New Share
Size	Up to 26,468,823 million New Shares
Gross proceeds	Approximately $2 million
Total gross proceeds of the Equity Raising	Approximately $7 million

Capital structure

Subject to rounding up of fractional Entitlements, the capital structure of Invion following the issue of New Shares is expected to be as follows:

Shares on issue as at 21 February 2014 (announcement of the Placement)	462,709,792
Shares issued under the Placement	66,666,671
New Shares to be issued under the Entitlement Offer	26,468,823
Shares on issue after the Equity Raising	555,845,286

Placement

Investors who receive Shares under the Placement will have those Shares registered by the Record Date and will be entitled to participate in the Entitlement Offer as Eligible Shareholders.

Risks

The Directors believe the primary risks associated with an investment in Invion are:

Clinical trial risk - Invion’s ability to obtain regulatory approval for its products and profitably commercialise its products is dependent upon its ability to conduct successful clinical trials which are inherently risky, depend upon the availability of patients and regulatory approvals, and have no guarantee of returning efficacious results or proving practical or cost effective.
Regulatory and reimbursement approval risk – Invion’s ability to research, develop, manufacture and sell its products is dependent upon regulatory approvals in target markets, for which there is no guarantee of securing such approvals in a timely and cost effective manner. While submissions may be made for reimbursement in certain jurisdictions, there is no guarantee that Invion will be reimbursed for any costs associated with developing its products, which may adversely impact its financial position.
Toxicology – In parallel with clinical trials, Invion will continue to test its product candidates in animal species under controlled conditions governed by Good Laboratory Practices (GLP) and its equivalent regulations under the International Committee on Harmonisation (ICH). These studies could generate results that identify previously unknown safety concerns, limit the use of product candidates to certain patient populations, or limit the doses that may be used below the doses needed to achieve efficacy.



Delay risk – the potential for delay of any of the key milestones, presents a number of risks, including the ability to secure a commercial partner, receive regulatory classification and achieve revenues within estimated timeframes.



Manufacturing and distribution capability risk – Invion’s ultimate success is dependent upon its ability, or that of its commercial partners, to scale up and maintain production within the estimated time frame, and in accordance with regulatory standards.



Competition – Invion is aware that there are a number of products in development or recently approved for the treatment of autoimmune diseases, including lupus, as well as airway diseases including asthma and chronic bronchitis. One or more of these competitor products or product candidates may be sufficiently safe and effective so as to minimize the real or perceived value of Invion product candidates, thereby negatively affecting the value placed upon our products for licensing or partnering.



Funding risk – The development of the respiratory franchise which includes progress to phase III clinical trials for oral INV102(nadolol) in smoking cessation; plus the development of two inhaled drugs (INV102 & INV104) are the primary drivers of cash requirements in the coming 2/3 years. It is estimated $10-20M will be required to complete phase III oral INV102, and reach phase II in the inhaled INV102 and inhaled INV104 programs. To the extent the Company does not find an appropriate partner for its programs, it may need to raise further funds, which may not be available when required or only available on unfavourable terms.

These are a summary of some of the potential risks associated with an investment in Invion. Before making a decision to invest, you should read section 4 which further details key risks.

Key dates

Activity	Date
Announcement of the Entitlement Offer	26 February 2014
Mailing of the Entitlement Offer details	27 February 2014
Ex date	28 February 2014
Record Date for Entitlement Offer (7.00pm (AEDT))	6 March 2014
Information Booklet and Entitlement & Acceptance Form despatched	10 March 2014
Entitlement Offer opens	11 March 2014
Closing date for acceptances under Entitlement Offer (5.00pm (AEDT))	25 March 2014
New Shares quoted on deferred settlement basis	26 March 2014
Company notifies ASX of under subscriptions	28 March 2014
Allotment of New Shares under the Entitlement Offer	2 April 2014
Despatch of holding statements for New Shares issued under the Entitlement Offer	3 April 2014

Normal ASX trading for New Shares issued under the Entitlement Offer commences	3 April 2014

This timetable is indicative only and subject to change. The Directors may vary these dates, in consultation with the Joint Lead Managers, subject to the Listing Rules. An extension of the Closing Date will delay the anticipated date for issue of the New Shares.

The Directors also reserve the right not to proceed with the whole or part of the Entitlement Offer any time prior to allotment and issue of the New Shares. In that event, the relevant Application Monies (without interest) will be returned in full to Applicants.

Enquiries

Telephone: 1300 910 051 (within Australia) or +61 1300 910 051 (outside Australia) between 8.30am and 5.30pm (AEDT) Monday to Friday. Alternatively, contact your stockbroker, solicitor, accountant or other professional adviser.

If you have lost your Entitlement and Acceptance Form and would like a replacement form, you should contact the Share Registry on the above telephone numbers.

Chairman’s and Managing Director’s letter ------------------------------------------------------------------- 3	Chairman’s and Managing Director’s letter ------------------------------------------------------------------- 3	Chairman’s and Managing Director’s letter ------------------------------------------------------------------- 3
Summary of Equity Raising ------------------------------------------------------------------------------------- 6
Key	dates -------------------------------------------------------------------------------------------------------- 7
Enquiries ---------------------------------------------------------------------------------------------------------- 8
1	Description and effect of the Offer -------------------------------------------------------------------	10
	1.1 Overview	10
	1.2 Purpose of the Placement and the Entitlement Offer	13
	1.3 Joint Lead Managers	14
	1.4 Eligibility of Shareholders	14
	1.5 Ranking of New Shares	14
	1.6 Allotment	14
	1.7 Information availability	14
2	Investor presentation ----------------------------------------------------------------------------------	15
3	How to Apply ------------------------------------------------------------------------------------------	30
	3.1 Shareholder’s choices	30
	3.2 Taking up all of your Entitlement and participating in the Top Up Facility	30
	3.3 Taking up part of your Entitlement and allowing the balance to lapse	31
	3.4 Allow your Entitlement to lapse	31
	3.5 Consequences of not accepting your Entitlement	31
	3.6 Payment and refunds	31
	3.7 Entitlement and Acceptance Form is binding	31
	3.8 Notice to nominees and custodians	32
4	Risk factors ---------------------------------------------------------------------------------------------	33
	4.1 Introduction	33
	4.2 Specific risks	33
	4.3 General market risks	36
5	Definitions ----------------------------------------------------------------------------------------------	38
6	Corporate information --------------------------------------------------------------------------------	40

1 Description and effect of the Offer

1.1 Overview

The Entitlement Offer is a non-renounceable offer of approximately 26.5 million New Shares at 7.5 cents per New Share to raise approximately $2 million (before Offer Costs).

The proceeds of the Equity Raising will allow Invion to proceed with:

1 Project initiation and commencement of works with 3M Drug Delivery Systems to assess the feasibility of INV102 (nadolol) as an inhaled treatment for chronic obstructive pulmonary disease and cystic fibrosis.
2 Project initiation and commencement of works with 3M Drug Delivery Systems to assess the feasibility of INV104 (zafirlukast) as an inhaled treatment for asthma.
3 Ongoing phase II trials in COPD, asthma and systemic lupus erythematosus (lupus) including data analysis.
4 Ongoing working capital, including clinical research team, administration, compliance, and intellectual property prosecution.

Eligible Shareholders are entitled to acquire 1 New Share for every 20 Shares held on the Record Date ( Entitlement ). The issue price of 7.5 cents per New Share represents a discount of 20% to the weighted average closing price for the five trading days to 18 February 2014 (being the last trading day before the Placement was announced by the Company).

Fractional Entitlements will be rounded up to the nearest whole number of New Shares.

The Entitlement Offer is non-renounceable. Accordingly, Entitlements do not trade on the ASX, nor can they be transferred or otherwise disposed of.

An Entitlement and Acceptance Form setting out your Entitlement accompanies this Information Booklet.

Shareholders will have their interest in Invion diluted because of the issue of Shares under the Placement. In addition, Eligible Shareholders who do not take up all of their Entitlements will have their percentage shareholding in Invion further diluted.

Eligible Shareholders should be aware that an investment in Invion involves risks and should be considered speculative. The key risks identified by Invion are identified in section 4 of the Information Booklet.

Top Up Facility

Eligible Shareholders may subscribe for all or part of their Entitlement.

Any New Shares not taken up by the Closing Date may be made available to those Eligible Shareholders who took up their full Entitlement and applied for additional New Shares under the Top Up Facility detailed in section 3.

There is no guarantee that such Shareholders will receive the number of New Shares applied for under the Top Up Facility, or any.

There is no cap on the number of additional New Shares that Eligible Shareholders may apply for under the Top Up Facility, although the number of New Shares available under the Top Up Facility will not exceed the shortfall from the Entitlement Offer. The Directors reserve the right to allot and issue New Shares under the Top Up Facility at their discretion.

Options

The Company has 29,850,000 existing options on issue, comprising:

Category	Number	Exercise Price	Lapse Date
Exercisable at Record Date

Directors	5,000,000	3,000,000 at $0.09 2,000,000 at $0.10	9 November 2017

Employees and consultants	630,000	525,000 at $0.09 105,000 at $0.10	9 November 2017

Other	1,700,000	$0.517	16 May 2015
Subtotal	7,330,000
Not exercisable at Record Date

Directors	20,000,000	12,000,000 at $0.09 8,000,000 at $0.10	9 November 2017

Employees and consultants	2,520,000	2,100,000 at $0.09 420,000 at $.010	9 November 2017

Subtotal	22.520,000
Total options on issue	29,850,000

The Company does not expect the options identified as exercisable to be exercised prior to the Record Date.

In addition, the Company intends to issue approximately 14,000,000 options to employees and consultants to the Company, under its Executive and Employee Share Option Plan. Any issue of options to directors will be subject to shareholder approval.

Effect on the Company’s financial position

Set out below is the Pro Forma Statement of Financial Position of the Company as at 31 December 2013. This statement comprises the Reviewed Statement of Financial Position as at 31 December 2013 adjusted for the Equity Raising (assuming that the Entitlement Offer is fully subscribed) as detailed under the heading ‘Pro Forma Adjustments’ below:

ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables Property, plant and equipment Intangible assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables Financial liabilities Short-term provisions TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Deferred tax liabilities Long-term provisions TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY	Dec-13 Placement Rights Issue	Pro forma
	$ 1,865,061 4,677,000 1,862,000 658,968 52,893 2,576,922 69,640 21,790 10,867,062 10,958,492 13,535,414 909,689 16,764 70,988 997,441 4,146,825 11,028 4,157,853 5,155,294 8,380,120 107,513,313 4,677,000 1,862,000 20,334,392 (119,467,585) 8,380,120	$ 8,404,061 658,968 52,893
		9,155,922
		69,640 21,790 10,867,062
		10,958,492
		20,074,414
		909,689 16,764 70,988
		997,441
		4,146,825 11,028
		4,157,853
		5,155,294
		14,919,120
		114,052,313 20,334,392 (119,467,585)
		14,919,120

Notes to the Pro Forma Consolidated Statement of Financial Position

Note 1: Pro Forma Adjustments

The Pro Forma Consolidated Statement of Financial Position has been prepared on the basis that the following significant transactions occurred as at 31 December 2013:

Material transactions since 31 December 2013:

a. the issue of 66,666,671 Shares under the Placement, raising gross proceeds of approximately $5 million less expenses of $323,000

The Entitlement Offer :

b. the issue of 26,468,823 New Shares under the Entitlement Offer, expected to raise gross proceeds of approximately $2 million less estimated Offer Costs of $138,000

Note 2: Cash and cash equivalents

The Company’s pro forma cash position at 31 December 2013 adjusted for the Equity Raising (assuming that the Entitlement Offer is fully subscribed) is derived from actual cash as follows:

$

Cash as at 31 December 2013 1,865,061 Placement proceeds 5,000,000 Expenses of the Placement (323,000) Gross proceeds of the Entitlement Offer 2,000,000 Offer Costs of the Entitlement Offer (138,000) Pro forma cash balance 8,404,061

Until utilised, the funds will remain in the cash account as reflected by the increase in cash assets.

1.2 Purpose of the Placement and the Entitlement Offer

The purpose of the Placement and the Entitlement Offer is to raise funds primarily to fund:

Project initiation and commencement of works with 3M Drug Delivery Systems to assess the feasibility of INV102 (nadolol) as an inhaled treatment for chronic obstructive pulmonary disease and cystic fibrosis.
2 Project initiation and commencement of works with 3M Drug Delivery Systems to assess the feasibility of INV104 (zafirlukast) as an inhaled treatment for asthma.
3 Ongoing phase II trials in COPD, asthma and systemic lupus erythematosus (lupus) including data analysis.
4 Ongoing working capital, including clinical research team, administration, compliance, and intellectual property prosecution.

The use of funds (assuming that the Entitlement Offer is fully subscribed) is intended to be apportioned as follows:

Progress inhaled programs with 3M for two drug assets INV102 & INV104 Ongoing phase II trials in COPD, asthma and systemic lupus erythematosus (lupus) including data analysis. Ongoing working capital - including directors fees, clinical research team, administration, compliance and intellectual property prosecution Costs of the Equity Raise TOTAL	$ mil 3.75 1.20 1.60 0.45
	7.00

Revenues received by the Company and any surplus funds will be applied towards the working capital requirements of the Company.

1.3 Joint Lead Managers

For services provided by the Joint Lead Managers in relation to the Equity Raising, the Company has agreed to pay the Joint Lead Managers a corporate advisory fee of $60,000 plus 5% (exclusive of GST) of the gross proceeds raised.

1.4 Eligibility of Shareholders

The Entitlement Offer is being offered to all Eligible Shareholders.

Eligible Shareholders are Shareholders on the Record Date who:

(a) have a registered address in Australia or New Zealand or are a Shareholder that Invion has otherwise determined is eligible to participate; and
(b) are eligible under all applicable securities laws to receive an offer under the Entitlement Offer without any requirement for a prospectus to be lodged or registered.

The Entitlement Offer is not being extended to the Ineligible Shareholders because of the small number of such Shareholders, the number and value of the Shares they hold and the cost of complying with applicable regulations in jurisdictions outside Australia and New Zealand.

1.5 Ranking of New Shares

The New Shares issued under the Entitlement Offer will be fully paid and rank equally with Existing Shares.

1.6 Allotment

Invion will make an application within seven days from the date of this Offer for quotation of the New Shares on ASX. Trading of New Shares will, subject to ASX approval, occur shortly after allotment. It is expected that allotment of the New Shares under the Entitlement Offer will take place no more than 6 Business Days after the close of the Entitlement Offer.

Application Monies will be held by Invion on trust for Applicants until the New Shares are allotted. No interest will be paid on Application Monies.

It is the responsibility of Applicants to determine the number of New Shares allotted and issued to them prior to trading in the New Shares. The sale by an Applicant of New Shares prior to receiving their holding statement is at the Applicant’s own risk.

1.7 Information availability

Eligible Shareholders can obtain a copy of this Information Booklet from the Invion website at www.inviongroup.com or by calling the Share Registry on 1300 910 051 (within Australia) or +61 1300 910 051 (outside Australia) at any time from 8.30am and 5.30pm (AEDT) Monday to Friday during the Offer period. Persons who access the electronic version of this Information Booklet should ensure that they download and read the entire Information Booklet. The electronic version of this Information Booklet will not include an Entitlement and Acceptance Form. A replacement Entitlement and Acceptance Form can be requested by calling the Share Registry.

2 Investor presentation

See overleaf

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