MAYNE PHARMA GROUP LIMITED — Capital/Financing Update 2014

Aug 24, 2014

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued	EMPLOYEE OPTIONS
	3,400,000 employee options issued to members of the US management team

• 3 Principal terms of the[+] securities Options over fully paid ordinary shares issued under (eg, if options, exercise price and the employee share option plan as approved by expiry date; if partly paid shareholders at the Annual General Meeting on 9 +securities, the amount outstanding November 2012. and due dates for payment; if +convertible securities, the 6 tranches of options have been issued to 8 US conversion price and dates for executives as part of their remuneration packages: conversion) 0.6 million options at exercise price of 0.9119 cents. Expiry date 28 March 2019 0.6 million options at exercise price of 0.8817 cents. Expiry date 19 Jun 2019 1.0 million options at exercise price of 0.9304 cents. Expiry date 30 Jun 2019 0.4 million options at exercise price of 0.9225 cents. Expiry date 2 July 2019 0.2 million options at exercise price of 0.8553 cents. Expiry date 1 August 2019 0.6 million options at exercise price of 0.8798 cents. Expiry date 28 August 2019

• 4 Do the[+] securities rank equally in No. all respects from the date of Shares issued on exercise of options will rank allotment with an existing[+] class of equally. 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 Nil for employee options 6 Purpose of the issue Long term incentive (If issued as consideration for the acquisition of assets, clearly identify those assets)

• See chapter 19 for defined terms.

Appendix 3B Page 2

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 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.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

Number ~~+~~ Class 8 Number and +class of all 586,651,477 Fully paid ordinary +securities quoted on ASX shares. ( including the securities in section 2 if applicable) Number ~~+~~ Class 9 Number and +class of all 7,500,000 Employee options pursuant to +securities not quoted on ASX CEO share option plan. Expiring ( including the securities in section 13 February 2019 exercisable at 2 if applicable) $0.2608 each. 30,750,000 Employee options pursuant to Mayne Pharma employee share option plan. 1,000,000 options exercisable at 0.33 cents lapsed due to holders ceasing employment with the company. Refer Appendix 1 for detail. 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 required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

• See chapter 19 for defined terms.

Appendix 3B Page 4

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) 30 How do+security holders sell their entitlements_in full_through a	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.
	Not applicable.

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.

• See chapter 19 for defined terms.

Appendix 3B Page 6

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

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)
	Number	~~+~~Class

• See chapter 19 for defined terms.

Appendix 3B Page 8

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: 25 August 2014 (Director/Company secretary)

Print name: Mark Cansdale

• See chapter 19 for defined terms.

Appendix 3B Page 9

MAYNE PHARMA LIMITED APPENDIX 1 – EMPLOYEE OPTIONS ISSUED UNDER EMPLOYEE SHARE OPTION PLAN

Expiry date	Exercise Price	Employee options	Employee options	Total number of shares under option
		Vested	Unvested
27/1/2016	$0.2678	950,000		950,000
15/3/2016	$0.2500		2,000,000	2,000,000
12/1/2019	$0.3300		12,400,000	12,400,000
26/1/2019	$0.3300		7,600,000	7,600,000
28/3/2019	$0.9119		600,000	600,000
6/5/2019	$0.4100		1,000,000	1,000,000
19/6/2019	$0.8817		600,000	600,000
30/6/2019	$0.9304		1,000,000	1,000,000
1/7/2019	$0.4300		1,000,000	1,000,000
2/7/2019	$0.9225		400,000	400,000
1/8/2019	$0.8553		200,000	200,000
28/8/2019	$0.8798		600,000	600,000
21/10/2019	$0.7039		400,000	400,000
11/11/2019	$0.7763		1,000,000	1,000,000
30/11/2019	$0.7870		1,000,000	1,000,000
**Total **		950,000	29,800,000	30,750,000

• See chapter 19 for defined terms.

Appendix 3B Page 10