MEMPHASYS LIMITED. — Capital/Financing Update 2011

Oct 5, 2011

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.

Name of entity

NuSep Holding Ltd

ABN

33 120 047 556

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 Listed share options. issued

• 2 Number of[+] securities issued or to 42,072,495 Bonus listed share options. be issued (if known) or maximum number which may be issued

3 Principal terms of the[+] securities (eg, if options, exercise price and Bonus listed 15 cents share options expiring expiry date; if partly paid 31st March 2012 under the terms of the Share +securities, the amount outstanding Purchase Offer (SPO) prospectus dated 5th July and due dates for payment; if +convertible securities, the 2011. The issue was approved by NuSep Shareholders at a General Meeting held on 9th conversion price and dates for September 2011. 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) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	No On exercise of the options on or prior to expiry date of 31st March 2012 Nil No ranking until exercised	No On exercise of the options on or prior to expiry date of 31st March 2012 Nil No ranking until exercised
	Nil
	Bonus listed 15 cents share options expiring 31st March 2012 under the terms of the Share Purchase Offer (SPO) prospectus dated 5th July 2011. The issue was approved by NuSep Shareholders at a General Meeting held on 9th September 2011.
	6th October 2011.
	Number	+Class
	91,523,272 42,072,495 29,188,036	Ordinary Shares Listed 15cents Share options – expiring 31 March 2012 Listed 35cents Share options– expiring 1 September 2012
	Number	+Class
	N/A

• See chapter 19 for defined terms.

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10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval Yes required? 12 Is the issue renounceable or nonNon- renounceable. renounceable? 13 Ratio in which the[+] securities will Each Nusep Shareholder has been allotted one be offered Option for every two Shares held by that Shareholder on the Bonus Record Date. Shareholder approval was obtained for the issue of these Options at the General Meeting held on 9th September 2011. 14 +Class of +securities to which the Listed Share Options offer relates 15 +Record date to determine 30th September 2011 entitlements 16 Will holdings on different registers N/A (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in Rounded down. relation to fractions 18 Names of countries in which the N/A 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 N/A acceptances or renunciations

• See chapter 19 for defined terms.

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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?	N/A
	N/A
	N/A
	N/A
	N/A
	Shareholder approval was obtained for the issue of these Options at the General Meeting held on9thSeptember 2011.
	On or around 7th July 2011.
	21st September 2011.
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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

N/A

• 33 +Despatch date

6[th] October 2011

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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) 42 Number and+class of all+securities quoted on ASX (_including_the securities in clause 38)	N/A
	N/A
	N/A
	N/A
	Number	+Class
	N/A

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.

• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided 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: ..6 October 2011......... ( ~~Director/~~ Company secretary)

Print name: .PRAKASH PATEL.............................................

== == == == ==

• See chapter 19 for defined terms.

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NuSep Holdings Ltd ABN 33 120 047 556 Incorporated in Victoria

Top 20 Holdings as at 06-10-2011

op 20 Holdings as at 06-10-2011
Security Classes Selected for this Report:
Options $0.15 Expiring 31 March 2012
Holder Name	06-10-2011	%
MR ANDREW ERNEST GOODALL	8,500,000	20.203
MR ERNEST ALFRED GOODALL & MS MARJORIE ANNE GOODALL	1,730,597	4.113
MR YING MING CHIU	1,575,441	3.745
GASTON RENARD PTY LTD	1,200,000	2.852
BOOKMAN PTY LTD	1,200,000	2.852
SPEE NOMINEES PTY LTD	1,035,714	2.462
MR JOHN MANUSU	976,450	2.321
MR ANDREW WINSTON DOYLE	966,065	2.296
MR JOHN PERICLES MANUSU	745,500	1.772
MS NATALIE ROSE-ANNE DOYLE	727,500	1.729
BALMAIN SECURITIES PTY LTD	649,809	1.544
MR ANTHONY MARK LOUGHNAN	595,709	1.416
MR CHENICHERI NAIR	576,255	1.370
HAMMOND ROYCE CORPORATION PTY LTD	507,535	1.206
MR ANDREW WINSTON DOYLE	485,000	1.153
MR IAIN HOWARD-SORRELL	450,688	1.071
NUTSVILLE PTY LTD	340,000	0.808
CAFALO PTY LTD	282,592	0.672
MS DORIS MCNAMARA	275,000	0.654
MANCU PTY LTD	254,461	0.605
Totals for Top 20	**23,074,316 **	54.844
Total IC	42,072,495

Registry Management Services : Boardroom Pty Limited ABN 14 003 209 836 www.boardroomlimited.com.au

NuSep Holdings Ltd Analysis of Holdings as at 06-10-2011

Security Classes:

Options $0.15 Expiring 31 March 2012

Holdings Ranges	Holders	Total Units	%
1-1,000	311	121,101	0.288
1,001-5,000	187	481,107	1.144
5,001-10,000	84	617,537	1.468
10,001-100,000	283	10,249,346	24.361
100,001-99,999,999,999	67	30,603,404	72.740
Totals	932	42,072,495	100.000

Registry Management Services: Boardroom Pty Limited - 14003209836 - www.boardroomlimited.com.au - enquiries@boardroomlimited.com.au