INVION LIMITED — Capital/Financing Update 2015

Mar 19, 2015

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 Fully paid ordinary shares be issued 2 Number of[+] securities issued or 163,213,389 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Fully paid ordinary shares to be issued +securities (eg, if options, under a Rights Issue Entitlement Offer to exercise price and expiry date; if existing Eligible Shareholders. 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.

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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) 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	Yes
	$0.025 (2.5 cents) which represents a 36% discount to the 3.9c closing price on 11 March 2015 (the last trading day prior to the announcement of the Entitlement Offer).
	To raise funds to be applied to the development of the company’s drug assets as well as for working capital.
	Yes
	21 November 2014
	Not applicable to this Appendix 3B

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 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 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 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities into uncertificated holdings or despatch of certificates	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	163,213,389
	Not applicable to this Appendix 3B
	Not applicable to this Appendix 3B
	Capacity under LR 7.1 is 27,113,625 Capacity under LR 7.1A is 52,458,650
	27 April 2015

• See chapter 19 for defined terms.

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• 8 Number and +class of all +securities quoted on ASX ( including the securities in section 2 if applicable)

Number	+Class
734,460,249 (comprising 571,246,860 existing shares on issue and 163,213,389 shares to be issued under the Entitlement Offer)	Fully paid Ordinary Shares

• 9 Number and +class of all +securities not quoted on ASX ( including the securities in section 2 if applicable)

Number

+Class

1,700,000 16,875,000 10,525,000 23,800,000 3,500,000 3,500,000 1

Share Options exercisable at $0.517 each on or before 16 May 2015 (IVXAL) Share Options exercisable at $0.09 each on or before 9 November 2017 (IVXAI) Share Options exercisable at $0.10 each on or before 9 November 2017 (IVXAK) Share Options exercisable at $0.12 each on or before 9 November 2018 (IVXAM) Share Options exercisable at $0.0721 each on or before 11 November 2017 (IVXAN) Share Options exercisable at $0.0721 each on or before 22 November 2017 (IVXAO) Convertible Security which, assuming current face value conversion at the market price for

shares on 10 November 2014 ($0.058) (execution date) and the valuation value at the market price for shares on 2 March 2015 (date of variation) would convert to a maximum of 18,712,665 fully paid ordinary shares (IVXAP) 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 No required? 12 Is the issue renounceable or nonNon-renounceable renounceable? 13 Ratio in which the[+] securities Eligibility to acquire 2 new shares for every will be offered 7 shares held at the Record Date 14 +Class of +securities to which the Fully paid ordinary shares offer relates 15 +Record date to determine 26 March 2015 entitlements 16 Will holdings on different No registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements Rounded up in relation to fractions

• See chapter 19 for defined terms.

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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 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)	The Rights Issue entitlement offer is only available to Eligible Holders in Australia and New Zealand.
	17 April 2015
	Morgans Corporate Limited and Patersons Securities Limited
	$60,000 manager fee and an underwriting fee equal to 5% of the funds raised under the Entitlement Offer
	N/A
	N/A
	Handling fee of 2% payable on successful applications (up to a maximum handling fee of $300)
	N/A
	30 March 2015
	Option holders are not entitled to participate in the offer.
	N/A
	N/A

• 30 How do[+] security holders sell N/A their entitlements in full through a broker?

• 31 How do[+] security holders sell N/A part of their entitlements through a broker and accept for the balance?

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

• 33 +Despatch date

• 27 April 2015

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

• See chapter 19 for defined terms.

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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) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

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: 20 March 2015 ( ~~Director/~~ Company Secretary) Print name: Melanie Farris

== == == == ==

• See chapter 19 for defined terms.

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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

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	529,376,463
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • 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	11,848,977 - shares issued under the Rights Issue on 28 March 2014
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	0
“A”	541,225,440

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 (ASOF) 3,500,000 – 2ndcommitment share options issued to ASOF 1,663,894 – 2ndcommitment shares issued to ASOF 3,000,000 – collateral shares issued to ASOF 6,521,739 – tranche shares issued to ASOF 10,000,000 – tranche shares issued to ASOF 1,219,512 – convertible security shares issued to ASOF 5,952,381 – convertible security shares issued to ASOF 11,103,969 – remaining shares to be issued on conversion of current face value (prior to the variation) of the Convertible Security if converted at market price for Invion shares on 10 November 2014, issued under the SPCSA with ASOF 7,608,696 – convertible security shares to be issued on conversion of variation value of the Convertible Security if converted at market price for Invion shares on 2 March 2015 (date of variation) as to be issued under the SPCSA with ASOF issued to ASOF (the subject of this Appendix 3B)
“C”	54,070,191
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	81,183,816
Subtract“C” Note: number must be same as shown in	54,070,191

• See chapter 19 for defined terms.

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Step 3
Total[“A” x 0.15] – “C”	27,113,625_[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 ASOF
“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