MAYNE PHARMA GROUP LIMITED — Capital/Financing Update 2012

Oct 3, 2012

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 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

Mayne Pharma Group Limited ( Company ) ABN 76 115 832 963

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 in the Company be issued (each a New Share ).

• See chapter 19 for defined terms.

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2 Number of[+] securities issued or to Institutional Placement be issued (if known) or maximum 45,271,569 New Shares will be issued on 17 October number which may be issued 2012 under an underwritten institutional placement ( Institutional Placement ) as announced to ASX by the Company on 4 October 2012. Entitlement Offer 28,324,193 New Shares will be issued on 17 October 2012 to eligible institutional shareholders under the institutional component ( Institutional Entitlement Offer and together with the Institutional Placement the Institutional Offer ) of the underwritten accelerated non renounceable entitlement offer of 1 New Share for every 1 share in the Company as announced to ASX by the Company on 4 October 2012. 123,828,851 New Shares will be issued on 7 November 2012 to eligible retail shareholders under the retail component ( Retail Entitlement Offer ) of the underwritten accelerated non renounceable entitlement offer of 1 New Share for every 1 share in the Company as announced to ASX by the Company on 4 October 2012. Conditional Placements 114,444,319 New Shares will be issued on 13 November 2012 to eligible institutional investors, Bruce Mathieson and related investment entities, Roger Corbett AO and Scott Richards conditional on the approval of the Company's shareholders ( Conditional Placements ) as announced to ASX by the Company on 4 October 2012. A further approximately 13,131,068 New Shares will be issued on or about 15 November 2012 to certain Metrics, Inc. shareholders ( Metrics Placement ). 3 Principal terms of the[+] securities (eg, if options, exercise price and The New Shares are fully paid ordinary expiry date; if partly paid shares. +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 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

$0.20 per New Share.

5 Issue price or consideration $0.20 per New Share. 6 Purpose of the issue The gross proceeds of the Institutional Offer, Retail (If issued as consideration for the Entitlement Offer, Conditional Placements and the acquisition of assets, clearly Metrics Placement (together the Offer ) will be used identify those assets) to:

 partly fund the acquisition of Metrics, Inc. ( Metrics ) ( Acquisition );  set off part of the consideration payable to the Metrics shareholders under the Acquisition;  meet working capital requirements and corporate costs; and  pay transaction costs associated with the Offer.

6a Is the entity an[+] eligible entity that No. 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 Not applicable. resolution under rule 7.1A was passed 6c Number of +securities issued Not applicable. without security holder approval under rule 7.1 6d Number of[+] securities issued with Not applicable. security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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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.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	The despatch date for the New Shares issued under the Institutional Offer will be 17 October 2012. The despatch date for the New Shares issued under the Retail Entitlement Offer will be 7 November 2012. The despatch date for the New Shares issued under the Conditional Placements will be:  13 November 2012 for institutional investors, Bruce Mathieson and related investment entities, Roger Corbett AO and Scott Richards; and  on or about 15 November 2012 for Metrics shareholders.

8 Number and +class of all +securities quoted on ASX (_including_the securities in section 2 if applicable)	Number	~~+~~Class
	477,153,044	Fully paid ordinary shares.

• See chapter 19 for defined terms.

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Number ~~+~~Class 9 Number and +class of all +securities not quoted on ASX (_including_the securities in section 2 if applicable) 250,000 Options expiring 30 November 2012 exercisable at $0.60 each 2,950,000 Options expiring 31 December 2012 exercisable at $0.27 each 1,500,000 Options expiring 27 January 2016 exercisable at $0.35 each 7,500,000 Options expiring 13 February 2019exercisable at$0.345 each No change. 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) art 2 - Bonus issue or pro rata issue 11 Is security holder approval required? No. 12 Is the issue renounceable or non- renounceable? Non renounceable. 13 Ratio in which the+securities will be offered 1 New Share for each 1 existing share held as at the Record Date. 14 +Class of+securities to which the offer relates Fully paid ordinary shares. 15 +Record date to determine entitlements 7pm Melbourne time 10 October 2012. 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? No. 17 Policy for deciding entitlements in relation to fractions Not applicable. 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. All countries except for Australia and New Zealand.	Number	~~+~~Class
	250,000 Options expiring 30 November 2012 exercisable at $0.60 each 2,950,000 Options expiring 31 December 2012 exercisable at $0.27 each 1,500,000 Options expiring 27 January 2016 exercisable at $0.35 each 7,500,000 Options expiring 13 February 2019exercisable at$0.345 each
	No change.
	No change.
	No.
	Non renounceable.
	1 New Share for each 1 existing share held as at the Record Date.
	Fully paid ordinary shares.
	7pm Melbourne time 10 October 2012.
	No.
	Not applicable.
	All countries except for Australia and New Zealand.

Part 2 - Bonus issue or pro rata issue

• See chapter 19 for defined terms.

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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	The closing date for acceptance of the New Shares issued under the Institutional Entitlement Offer will be 5 October 2012. The closing date for acceptance of the New Shares issued under the Retail Entitlement Offer will be 5pm Melbourne time, 29 October 2012.
	Credit Suisse (Australia) Limited and UBS AG, Australia Branch
	An underwriting fee of 2.0% of the:  Institutional Offer proceeds;  Retail Offer proceeds (less the proceeds from New Shares issued to Bruce Mathieson and related investment entities in relation to their entitlements); and  Conditional Placements proceeds (less the proceeds from New Shares issued to Metrics shareholders, Bruce Mathieson and related investment entities, Roger Corbett AO and Scott Richards). A management fee of a certain percentage of the Offer (as agreed between each Underwriter and the Company).
	Refer to box 20 above.
	Refer to box 21 above.
	A broker stamping fee of 1.5% of the value subscribed for New Shares allotted will be paid to certain stockbrokers who submit a valid claim for a broker stamping fee on successful applications, subject to a fee limit of $500 for each such application.
	The only issue contingent on approval is the Conditional Placements and the date of the meeting is 9 November 2012.
	No prospectus or Product Disclosure Statement will be produced. A Retail Offer Document and application and entitlement form in respect of the Retail Entitlement Offer will be mailed to eligible retail shareholders on 12 October 2012.

• See chapter 19 for defined terms.

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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.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	The despatch date for the New Shares issued under the Institutional Offer will be 17 October 2012. The despatch date for the New Shares issued under the Retail Entitlement Offer will be 7 November 2012. The despatch date for the New Shares issued under the Conditional Placements will be:  13 November 2012 for institutional investors, Bruce Mathieson and related investment entities, Roger Corbett AO and Scott Richards; and  on or about 15 November 2012 for Metrics shareholders.

• 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)

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.

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

• See chapter 19 for defined terms.

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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 noone 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.

==> picture [153 x 34] intentionally omitted <==

Sign here: ............................................................ Date: 4 October 2012 (Director/Company secretary)

Print name: Mark Cansdale

• See chapter 19 for defined terms.

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