MACH7 TECHNOLOGIES LIMITED — Capital/Financing Update 2015

Nov 11, 2015

ASX Announcement

12 November 2015

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Share Purchase Plan

3D Medical Limited (ASX: 3DM ) ( 3DM or the Company ) is pleased to announce details of a share purchase plan ( SPP ), which will enable existing shareholders to subscribe for new shares in 3DM at an issue price of 7.5 cents per share.

Documentation in relation to the SPP, which are attached, will be despatched to all shareholders on Monday 16 November 2015, accompanied by an application form.

-ENDS

For more information, contact :

Dr Nigel Finch, Chairman Ms Alyn Tai, Company Secretary 3D Medical Limited 3D Medical Limited T: +61 421 742 878 T: +61 3 9286 7502 E: info@3Dmedical.com.au E: alyn.tai@3Dmedical.com.au Web: www.3Dmedical.com.au Web: www.3Dmedical.com.au

About 3D Medical Limited:

At 3D Medical our aim is to aid medical professionals in the facilitation of improved clinical care, improving medical procedures, diagnostics and ultimately improving patient outcomes.

3D Medical is a medical specific 3D printing and holographic projection and data integrations provider. Our services 3D Medical Printing; EchoPixel (holographic projection technology); GestSure (in surgery image control); Mach 7 (enterprise imaging solution provides healthcare organisations with the ability to archive, consolidate, access, and share medical imaging data across departments, locations and regions); and MediDATA provide medical practices the opportunity to leverage their analytical capabilities to gain an improved understanding of the characteristics of the patients which drive their business.

These new and innovative products leverage data already captured by conventional imaging modalities and apply it in more meaningful ways to deliver improved economic and patient outcomes.

Further information is available at www.3DMedical.com.au

3D Medical Limited ACN 007 817 192 Unit 4, 435 Williamstown Road, Port Melbourne, Victoria 3207 W:www.3Dmedical.com.au I E:info@3Dmedical.com.au I T:+613 9646 2222 I F:+613 9645 4707

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3D Medical Limited ACN 007 817 192

Share Purchase Plan

Eligible shareholders have the opportunity to participate in the Share Purchase Plan offer ( SPP ) by applying for up to $15,000 of fully paid ordinary shares in 3D Medical Limited ( New Shares ) without incurring brokerage or transaction costs.

New Shares issued under the SPP will be issued on 14 December 2015 and will rank equally with existing fully paid ordinary shares in 3D Medical Limited ( 3DM Shares ), and carry the same voting rights and other entitlements.

Further details of the SPP are set out in the attached documents.

This is an important document that requires your attention.

In particular, if you participate in the SPP, you are accepting the risk that the market price of 3DM Shares may change between the date on which you send in the application form and the Allotment Date.

3DM recommends that you seek independent advice from your financial or other professional advisers regarding your participation in the SPP.

Key SPP dates*

Details	Date
RecordDate7:00pm(Melbourne time)	7:00pm(Melbourne time) on 23 October 2015
AnnouncementDate	26 October 2015
Dispatch of Offer Documents to Eligible Shareholders and OpeningDate	16 November 2015
ClosingDate	5:00pm(Melbourne time) on 7 December 2015
AllotmentDate	14 December 2015
Dispatchof holding statements	15December 2015
ShareTradingDate	15December 2015

• 3DM reserves the right to vary any of the above indicative dates other than the Record Date.

3D Medical Limited ACN 007 817 192 Unit 4, 435 Williamstown Road, Port Melbourne, Victoria 3207

W:www.3Dmedical.com.au I E:info@3Dmedical.com.au I T:+613 9646 2222 I F:+613 9645 4707

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16 November 2015

Dear Shareholder

Invitation to participate in Share Purchase Plan

3D Medical Limited ( 3DM ) is pleased to present to you the opportunity to increase your investment in 3DM through an offer of shares under this Share Purchase Plan ( SPP ).

As announced on 26 October 2015, 3DM has entered into a binding heads of agreement to merge with Mach7 Technologies Pte. Ltd ( Mach7 ). The SPP is part of a capital raising being undertaken to provide working capital to support further research and development, sales and marketing activities for Mach7, build out 3DM's value-added data offerings, retire the debt in Mach7 (approximately US$2 million) and pay for the costs of the transaction and capital raisings.

The SPP is being undertaken in conjunction with a placement to institutional investors, which was announced on 26 October 2015 ( Placement ). On 28 October 2015, 3DM announced that it had raised $3,984,080 under the Placement.

In addition to the Placement and the SPP, 3DM is also encouraging current option holders to exercise their options in 3DM in order to raise further capital. As announced to the market on 26 October 2015, 3DM expects to raise approximately $2 million from the exercise of existing options.

Under the heads of agreement with Mach7, it is a condition to completion of the merger that 3DM

raise a minimum of $10 million in new capital.

There are a number of shareholders in 3DM who hold less than a marketable parcel. The SPP also provides an opportunity for those shareholders to increase their shareholdings to marketable parcels.

The Offer

The SPP is offered exclusively to all shareholders who were recorded on 3DM's share register at 7:00pm (Melbourne time) on 23 October 2015 with an address on the share register in Australia or New Zealand (each an Eligible Shareholder ).

The SPP provides Eligible Shareholders with an opportunity to buy a parcel of shares in 3DM with no brokerage or transaction costs, irrespective of their existing shareholdings, up to a maximum of $15,000.

The offer price is $0.075 per share ( Offer Price ), which is the same as the price at which institutional investors were issued 3DM shares under the Placement.

The minimum application amount is $1,000 and the maximum application amount is $15,000. The Offer Price represents a 1.83% discount to the volume weighted average price of 3DM shares on the ASX calculated over the last 5 trading days before the date of the announcement of the SPP.

3D Medical Limited ACN 007 817 192 Unit 4, 435 Williamstown Road, Port Melbourne, Victoria 3207

W:www.3Dmedical.com.au I E:info@3Dmedical.com.au I T:+613 9646 2222 I F:+613 9645 4707

3DM reserves the right to scale back applications. If the total value of applications for New Shares under the SPP exceeds $5 million, 3DM may undertake a scale back.

Participation in the SPP is optional and the right to participate is not transferrable. The offer to participate in the SPP closes at 5:00pm (Melbourne time) on 7 December 2015.

Full details on the SPP and how to participate are contained in the attached documents.

In order to apply for a parcel of shares, please read the attached documents carefully and follow the instructions on the enclosed personalised application form.

3DM appreciates your continued support of the company.

Yours sincerely

Dr Nigel Finch Chairman

3D Medical Limited ACN 007 817 192 Unit 4, 435 Williamstown Road, Port Melbourne, Victoria 3207 W:www.3Dmedical.com.au I E:info@3Dmedical.com.au I T:+613 9646 2222 I F:+613 9645 4707

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Frequently asked questions

What is the Share Purchase Plan?

The Share Purchase Plan (or SPP ) provides Eligible Shareholders with an opportunity to purchase additional fully paid ordinary shares ( New Shares ) in 3D Medical Limited ( 3DM ) at the same price offered to institutional investors under 3DM's recent placement, without brokerage or transaction costs.

All New Shares issued under the SPP will rank equally with existing ordinary shares in 3DM ( 3DM Shares ), including with respect to voting rights and other entitlements.

Am I an Eligible Shareholder?

You are an Eligible Shareholder if, at 7:00pm (Melbourne time) on 23 October 2015 ( Record Date ), you were registered as a holder of 3DM Shares with an address on the share register in Australia or New Zealand.

What is the Offer Price of the New Shares?

The offer price is $0.075 per New Share ( Offer Price ). The Offer Price represents a 1.83% discount to the volume weighted average price of 3DM's shares on the ASX calculated over the last 5 trading days before 26 October 2015 ( Announcement Date ).

The market price of 3DM's shares may rise or fall between the date of this offer and the date on which the New Shares are allotted under the SPP. The Offer Price may therefore be higher, equal to or lower than the price at which 3DM Shares are trading on the ASX at the time the New Shares are allotted under the SPP.

How many New Shares can I apply for under the SPP?

Each Eligible Shareholder is entitled to apply for a parcel of New Shares valued at either $1,000, $2,000, $5,000, $10,000 or $15,000 regardless of the number of 3DM Shares that the Eligible Shareholder owns as at the Record Date.

If an Eligible Shareholder holds shares in more than one capacity (e.g. as both a joint holder and a sole holder), then the maximum amount that Eligible Shareholder can apply for under the SPP in all capacities is $15,000.

By applying for New Shares under the SPP, you will have agreed to be bound by the terms and conditions of the SPP set out in the attached terms and conditions and the personalised application form ( Application Form ).

Can I transfer my rights under the SPP?

The offer made under the SPP is non-renounceable and therefore you cannot transfer your right to apply for New Shares under the SPP to another person.

How do I apply for New Shares under the SPP?

If you wish to participate in the SPP, you must follow the instructions set out in the Application Form and send this form, together with a cheque or money order payable to "3D Medical Limited" to:

Mailing Address Hand delivery 3D Medical Limited 3D Medical Limited C/- Link Market Services Limited or C/- Link Market Services Limited GPO Box 3560 1A Homebush Bay Drive Sydney NSW 2001 Rhodes NSW 2138 (please do not use this address for mailing purposes)

You may also pay by BPAY provided that you are not a "Custodian" (as defined in ASIC CO 09/425). In order to pay by BPAY, you must have an Australian bank account enabled for this purpose. BPAY customers must use the customer reference number shown on the Application Form which is required to identify your individual holding. If you make a BPAY payment, you are not required to return your Application Form.

You should ensure that the Application Form (if payment is not made by BPAY) and payment are received by no later than 5:00pm (Melbourne time) on 7 December 2015.

You should allow sufficient time for mail deliveries.

An application cannot be withdrawn or revoked once the completed Application Form and payment has been sent to 3DM (or BPAY payment made).

Will I receive the full amount that I apply for?

3DM has a discretion as to the amount raised under the SPP, and this includes reserving the right to scale back. If the total value of applications for New Shares under the SPP exceeds $5 million, 3DM may undertake a scale back. Therefore, you may not receive the full parcel of New Shares for which you applied.

If there is a scale back, 3DM may in its absolute discretion determine the manner in which it applies the scale back.

3DM will announce any scale back to the ASX.

How long does the SPP remain open?

The SPP opens on 16 November 2015 and is expected to close on 7 December 2015.

If you wish to participate, you should ensure that the Application Form (if payment is not made by BPAY) and payment are received by no later than 5:00pm (Melbourne time) on 7 December 2015.

Is participation in the SPP mandatory?

Participation in the SPP is voluntary.

Before participating in the SPP and applying for New Shares, 3DM recommends that you seek independent advice from your financial or other professional advisers.

Further assistance

If you have any questions in relation to the SPP, please contact your financial or other professional advisers.

If you require any information on how to complete the Application Form, please contact:

Ms Alyn Tai

Company Secretary T: +61 3 9286 7502 E: alyn.tai@3dmedical.com.au

3D Medical Limited ACN 007 817 192 Unit 4, 435 Williamstown Road, Port Melbourne, Victoria 3207 W:www.3Dmedical.com.au I E:info@3Dmedical.com.au I T:+613 9646 2222 I F:+613 9645 4707

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3D Medical Ltd - Share Purchase Plan

Terms and conditions

Purpose

The purpose of the Share Purchase Plan ( SPP ) is to offer existing shareholders of 3D Medical Limited ACN 007 817 192 ( 3DM ) the opportunity to acquire additional fully paid ordinary shares in 3DM ( New Shares ) up to a maximum value of $15,000 at the same price offered to institutional investors under 3DM's recent placement, without the need to pay brokerage or transaction costs and without the need for 3DM to issue a prospectus.

This document sets out the terms and conditions of the offer under the SPP.

Shareholder eligibility to participate

Participation in the SPP is open to each person registered as a holder of ordinary shares in 3DM ( 3DM Shares ) at 7:00pm on 23 October 2015 ( Record Date ), who has an address on the share register in Australia or New Zealand (each an Eligible Shareholder ).

Due to foreign security laws, it is not practical for shareholders who are resident in countries other than Australia and New Zealand to participate in the SPP.

Participation in the SPP is optional and is subject to these terms and conditions. Offers made under the SPP are non-renounceable meaning that Eligible Shareholders may not transfer their rights to New Shares offered under the SPP.

Joint shareholders are taken to be a single registered holding for the purpose of the SPP, and the joint holders are entitled to participate in the SPP in respect of that single holding only. If the same joint holders receive more than one offer under the SPP, those joint holders may only apply for an aggregate maximum parcel of shares (ie $15,000) between any joint or individual holdings.

If an Eligible Shareholder is a "Custodian" (as defined in ASIC Class Order 09/425) and is the registered holder of shares on behalf of one or more persons (each a Beneficiary ), the offer is made to that Eligible Shareholder and it has the discretion whether to extend the offer to the Beneficiaries. Custodians must request a "Custodian Certificate" (as defined in ASIC Class Order 09/425) when making an application on behalf of Beneficiaries. To request a Custodian Certificate or further information about the Custodian application process, a Custodian should contact 3DM's share registry. Applications received from Custodians must be accompanied by a duly completed and signed Custodian Certificate.

If an Eligible Shareholder holds 3DM Shares as a trustee or nominee for another person, but is not a Custodian, that Eligible Shareholder cannot participate for the beneficiaries of that trust in the manner described above. In this case, the rules for multiple single holders apply.

By electing to participate in the SPP, an Eligible Shareholder is deemed to have certified that the aggregated maximum amount subscribed for under the SPP does not exceed $15,000. Furthermore, Eligible Shareholders are deemed to have confirmed, in relation to all New Shares applied for by them under the SPP, that they do not make application for any other person in circumstances which might involve any breach of securities law of any jurisdiction other than

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Australia and New Zealand and have agreed to be bound by 3DM's constitution in respect of all the New Shares issued to them under the SPP.

Issue Price

The price of shares to be issued under the SPP will be $0.075 per New Share ( Offer Price ).

The market price of shares in 3DM may rise or fall between the date of this offer and the date that New Shares are issued to Eligible Shareholders. This means that the Offer Price may be higher, equal or lower than the price of the 3DM Shares traded on ASX at the time the New Shares applied for under the SPP are issued and allotted.

Application and notices

At the discretion of the directors of 3DM, Eligible Shareholders will be sent a letter of offer, terms and conditions and an Application Form, inviting them to subscribe for New Shares under the SPP.

Eligible Shareholders may apply to purchase a parcel of New Shares under the SPP valued at either $1,000, $2,000, $5,000, $10,000 or $15,000.

Eligible Shareholders who wish to participate in the SPP must complete the attached personalised application form ( Application Form ) and provide payment (or make payment by BPAY) in accordance with the instructions set out on the Application Form.

Applications for New Shares under the SPP offer will not be accepted after 5:00pm on 7 December 2015 ( Closing Date ).

3DM reserves the right to reject any application where there is non-compliance with this rule or any other terms or conditions of the SPP.

Oversubscriptions or refunds of other application monies will be returned without interest.

Scale back

3DM may in its absolute discretion undertake a scaleback to the extent and in the manner it sees fit. If the total value of applications for New Shares under the SPP exceeds $5 million, 3DM may undertake a scale back. Any scale back will be announced on 14 December 2015 ( Allotment Date ).

New Shares issued under the SPP

New Shares issued under the SPP will rank equally in all respects with all other 3DM Shares from the Allotment Date.

Shareholder holding statements or CHESS notifications will be issued in respect of all New Shares.

3DM will issue New Shares on the Allotment Date and will apply for those New Shares to be quoted on the ASX.

Modification and termination of the SPP

3DM may modify or terminate the SPP at any time.

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3DM will notify ASX of any modification to, or termination of the SPP. The omission to give notice of any modification to, or termination of, the SPP or the failure of ASX to receive such notice will not invalidate that modification or termination.

Dispute resolution

3DM may settle in any manner it thinks fit, any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant or application, and the decision of 3DM will be conclusive and binding on all participants and other persons to whom the determination relates.

3DM reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of 3DM under these conditions may be exercised by the directors of 3DM or any delegate of the directors of 3DM.

ASIC and ASX Relief

This offer of New Shares under the SPP is made in accordance with the relief granted under ASIC Class Order 09/425. This class order grants relief from the requirement to prepare a prospectus for the offer of New Shares under the SPP.

Contact Details

If Eligible Shareholders have any questions regarding the SPP or how to deal with this offer, they should contact their professional advisors or stockbrokers.

If Eligible Shareholders require information on how to complete the Application Form, they may contact:

Ms Alyn Tai

Company Secretary T: +61 3 9286 7502 E: alyn.tai@3dmedical.com.au

-ENDS

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