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INVION LIMITED Share Issue/Capital Change 2011

May 25, 2011

65148_rns_2011-05-25_52514302-015b-47c4-b4be-dcd88fa89dd4.pdf

Share Issue/Capital Change

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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 Ordinary shares be issued 2 Number of[+] securities issued or 1,089,181 to be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities The Ordinary Shares rank pari passu with (eg, if options, exercise price and existing Ordinary Shares. 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 Yes 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 $479,240 6 Purpose of the issue Shares issued pursuant to placement to (If issued as consideration for the professional & sophisticated investors as acquisition of assets, clearly announced to the market on 12 May 2011. identify those assets) 7 Dates of entering +securities 26 May 2011 into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all 152,495,018 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 2

24/10/2005

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
clause 2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Number +Class
See Attachment A Restricted fully paid
shares and share
options, unlisted
share options and
convertible notes.
Not applicable
Part 2 - Bonus issue or pro rata issue Part 2 - Bonus issue or pro rata issue Part 2 - Bonus issue or pro rata issue Part 2 - Bonus issue or pro rata issue Part 2 - Bonus issue or pro rata issue Part 2 - Bonus issue or pro rata issue
11 Is
security
holder approval Not applicable
required?
12 Is the issue renounceable or non- Not applicable
renounceable?
13 Ratio in which the +securities Not applicable
will be offered
14 +Class of+securities to which the Not applicable
offer relates
15 +Record
date

to
determine Not applicable
entitlements
16 Will
holdings
on
different Not applicable
registers (or subregisters) be
aggregated for calculating
entitlements?
17 Policy for deciding entitlements Not applicable
in relation to fractions
18 Names of countries in which the Not applicable
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
Not applicable
acceptances or renunciations
  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

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 4

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 5

1/1/2003

Entities that have ticked box 34(b)

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)
Not applicable
Not applicable
Not applicable
Not applicable
Number +Class
Not applicable
  • See chapter 19 for defined terms.

Appendix 3B Page 6

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: 26 May 2011 (Company secretary)

Print name: BEN GRAHAM

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

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

(c) Convertible Notes on Issue

Number +Class
1 Convertible Note with a face value of $150,000 expiring 30
May 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.

Appendix 3B Page 8

1/1/2003