	Corporate Directory 3
	Timetable and Important Dates 3
	Important Information 4
	Chairman's Letter 5
1.	Details of the Share Purchase Offer 8
1.1.	Offer 8
1.2.	Pricing of the SPO Shares 8
1.3.	Record Date for entitlement to the SPO 8
1.4.	Conditions of the Offer 8
1.5.	Purpose of the Offer 8
1.6. 1.7.	Application Process 9 Closing Date 9
1.8.	Subscription 9
1.9.	Issue of Shares 10
1.10.	Minimum & Maximum SPO Applications 10
1.11.	Oversubscriptions 10
1.12.	Underwriting 10
2.	Details of the issue of Bonus Options 12
2.1.	Purpose of the Bonus Option Issue 12
2.2.	Pro Rata Bonus Options 12
2.3.	Bonus Record Date 12
2.4.	Conditions of the Issue 12
2.5.	Consequences of Exercising Bonus Options 13
2.6. 2.7.	Rights and liabilities attaching to Bonus Options 13 Defined Meanings 13
2.8.	Issue of Options 13
2.9.	Entitlement to the Options 13
2.10.	Terms of the Options 13
2.11.	Exercise of Options 14
2.12.	Quotation of Shares 14
3.	Further Information 15
3.1.	Capital structure 15
3.2.	Market prices of Shares 15
3.3.	Expected Results for the Full Year ended 30 June 2011 16
3.4.	Advantages and Disadvantages of the SPO and Bonus Option Issue 16
3.5. 3.6.	Summary of Key Risk Factors 17 Overseas Shareholders 18
3.7.	Expenses of the Issue 18
3.8.	Enquiries 18
4.	. NuSep's Business 19
4.1.	4.1 A Brief Outline of NuSep's Divisions 19
4.1.1.	4.1.1 Consumables Division 19
4.1.2.	4.1.2 Clinical Division 20
4.1.3.	4.1.3 Therapeutic Division 21
5.	The NuSep Directors 22
6.	Further Company Information 23
6.1.	Rights and liabilities attaching to NuSep Shares 23
6.2.	CHESS 25
6.3.	Continuous Disclosure and Documents Available for Inspection 25
6.4.	Litigation 26
6.5.	Secured Debt 26
7.	4. NuSep Unaudited Pro Forma Financial Statements 27
8. 8.1.	Material Contracts 30 Underwriting Agreement 30
8.2.	Additional information 31
8.3.	Terms of the Underwriting Agreement 31
8.4.	Lease Agreement 32
9.	Risk Factors 33
9.1.	General Risks 33
9.2.	NuSep Specific Risks 33
10.	Additional Information 35
10.1.	Taxation 35
10.2.	Expenses 35
10.3.	Interests of Directors 35
10.4.	Consents of named parties 35
11.	Directors' Authorisation and Statement 36
12.	Definitions 37

Corporate Directory

Directors Mr J. Manusu (Executive Chairman) Dr C. H. Nair (Managing Director and CEO) Mr I. Howard-Sorrell (Non executive Director) Mr W. Spee (Non executive Director)

Company Secretary Mr P. Patel

Registered Office

324 Burns Bay Road Lane Cove, NSW 2066 Australia Tel: +61 2 8415 7300 Fax: +61 2 8415 7399 Web page: www.NuSep.com

Share Registry

Boardroom Pty Limited Level 7, 207 Kent Street Sydney, NSW 2000 Phone: +61 2 9290 9600 Fax: +61 2 9279 0664

Timetable and Important Dates

EVENT	DATE
Shareholders informed of the SPO	Monday 20 June 2011
Prospectus lodged with the ASIC and ASX.	Tuesday, 5 July 2011
Record Date for Shareholder entitlement to the SPO	Wednesday 6 July 2011
Opening Date of SPO	Thursday 7 July 2011
Closing Date of SPO	Friday 29 July 2011
General Meeting to approve the issue of shares under this SPO, and the Directors underwriting of this SPO.	Wednesday 31 August 2011
Holding statements dispatched and normal trading commences	Monday 5 September 2011*
Bonus Record Date of the Bonus Options	Monday 12 September 2011*

Subject to Shareholder approval at the General Meeting to be held on 31 August 2011

The Directors may extend the Closing Date for the SPO without prior notice. As such, the date the Shares are expected to commence trading on ASX may vary.

Important Information

This replacement Prospectus is dated 5 July 2011 and was lodged with ASIC on that date. Neither ASIC nor ASX take responsibility for the contents of this Prospectus.

No Shares will be issued or transferred on the basis of this Prospectus later than 13 months after 5 July 2011. No Bonus Options will be issued or transferred on the basis of this Prospectus later than 13 months after 6 July 2011.

Pursuant to section 719(3) of the Corporations Act, this Prospectus is taken to be a replacement Prospectus. This replacement Prospectus was dated 5 July 2011 and was lodged with the ASIC on that date. This document replaces the Prospectus dated 22 June 2011 and lodged with ASIC on that date. Application will be made within seven (7) days after the date of this Prospectus for quotation of the Shares and the Bonus Options on ASX.

This document is important and should be read in its entirety. Your decision to apply for Shares or to exercise the Bonus Options should be based on the information contained in this Prospectus and disclosures made to the market by the Company. If in doubt, you should consult your stockbroker, solicitor, accountant or other professional adviser without delay. Neither the Company, the Directors nor any other party associated with the preparation of this Prospectus guarantee that any specific objective of the Company will be achieved or that any particular performance of the Company will be achieved.

Some words in this Prospectus have defined meanings. The definitions in section 12 of this Prospectus contain these meanings.

The Company specifically notes that the offer of Shares and the issue of Bonus Options to you does not take into account your specific investment needs or objectives. The Company urges you to read this Prospectus in its entirety before making an application for Shares or exercising the Bonus Options. In particular, the Company draws your attention to those matters identified by the Company as representing risks to the Company in section 9 of this Prospectus. In the context of your personal requirements and the risk factors, the Company recommends that you seek professional guidance from your stockbroker, solicitor, accountant or other professional adviser prior to making the decision to apply for Shares.

Investment in the securities offered under this Prospectus should be considered speculative.

For Shareholders accessing the on-line version of the Prospectus, the offer is available to such Shareholders accessing the Prospectus from within Australia and New Zealand only. The Prospectus may be accessed on the internet at www.nusep.com. A person who gives another person access to the Application Form must at the same time and by the same means give that other person access to the Prospectus (and any supplementary prospectus). The Company will make available a paper copy of the electronic Prospectus and Application Form if requested at no charge. The distribution of the prospectus outside Australia and New Zealand may be restricted by law and persons who come into possession of this prospectus outside Australia and New Zealand should seek advice and observe any such restrictions.

Purpose of this document

The main purpose of this document is to provide information in relation to the Offer and the issue of the Bonus Options. NuSep is required to issue a Prospectus for the Share Purchase Offer as this offering does not comply with the Australian Securities and Investment Commission Class Order 09/425 relating to share purchase plans and in order to comply with the requirements of Chapter 6D of the Corporations Act. NuSep is required to issue a Prospectus for the issue of the Bonus Shares in order to comply with the requirements of Chapter 6D of the Corporations Act.

Privacy

If you apply for Shares, you will provide personal information to the Company and the Share Registry. The Company and the Share Registry collect, hold and use your personal information in order to process your Application, service your needs as an investor, provide facilities and services that you request and carry out appropriate administrative functions. All personal information will be collected in accordance with the National Privacy Principles as set out in the Privacy Act 1988. The law requires that some of the information is required to be collected. If you do not provide the information requested, your Application may not be able to be processed. The Company and the Share Registry may disclose your personal information for purposes related to your investment to their agents and service providers (including the ASX for the purpose of confirming compliance with the ASX Listing Rules) or as otherwise required under the Privacy Act 1988.

Disclaimer

No person is authorised to give any information or to make any representation in respect of the Offer described in this Prospectus which is not contained in this Prospectus. Any information regarding the Offer not included in this Prospectus cannot be relied on as having been authorised by NuSep. You should only rely on information contained in this Prospectus.

Chairman's Letter

5 th July 2011

Dear Shareholders,

It gives me great pleasure to offer you, as a NuSep Shareholder, the opportunity to participate in the Company's Share Purchase Offer (SPO) and in the issue of Bonus Options.

The SPO is only available to NuSep Shareholders. Shares under the SPO may be acquired for a price of 10 cents per Share. NuSep intends to use the SPO to raise funds for the marketing of the Gels and IQ software and partially fund the Asian Plasma projects.

All Shareholders as at 5.00 pm on 12 September 2011 (Bonus Record Date) will be issued one Bonus Option for every two Shares held by that Shareholder at that time. The Bonus Options may be exercised at 15 cents per Bonus Option before the Expiry Date (being 31st March 2012).

This is an exciting time for the Company. Since announcing its recent success in the Gels business and the new minimum purchases contract with Thermo Fisher NuSep is now pushing ahead with the development of the PrIME plasma facility in Singapore.

Designed with our smaller and Loyal Shareholders in mind

The SPO and the issue of the Bonus Options will enable our small and loyal Shareholders to increase their shareholding to a marketable parcel at a significant discount to the current share price without incurring any brokerage or other costs. We believe it is important to reward these loyal Shareholders who have funded the Company through its more risky R&D phase by allowing them to participate in the Company's commercial success at a discounted price.

The Current Business

NuSep is a vibrant and exciting company with significant upside. Over the last 12 months NuSep has:

Launched the enhanced 2 minute UV visualisation Gels;
Launched gels which open up the Bio-Rad & Invitrogen gel markets;
Launched a significant upgrade to the IQ software and introduced annual licensing sales model;
Settled the IP litigation with Thermo Fisher; and
Signed a US\$850,000 minimum purchases contract with Thermo Fisher.

Having established a solid base in the Consumables division it is now time to concentrate on developing the PrIME based Therapeutic plasma products in Singapore.

The Share Purchase Offer

The Company is seeking to raise a maximum of \$2.1 million and is offering shareholders an opportunity to subscribe for Shares at a price of 10¢ per Share. Therefore, the maximum number of Shares to be issued under this SPO is 21 million Shares.

The offer made under this SPO is non-renounceable. This means that eligible Shareholders can elect not to participate in the SPO but, if the Shareholder elects not to, it cannot transfer its right to participate in the SPO to a third party.

Shareholders may subscribe for Shares under this SPO in the following tranches:

	Subscription Amount	Share Purchase Offer Shares
Offer 1	\$1,000	10,000
Offer 2	\$5,000	50,000
Offer 3	\$10,000	100,000
Offer 4	\$15,000	150,000

I am pleased to advise Shareholders, that as the first step towards this \$2.1m raising, the Board and a number of Existing Shareholders have agreed to underwrite the first \$1.5m of this SPO. This underwriting commitment is a strong sign of the Shareholders and the Board's belief in NuSep's future. Even though this SPO is partially underwritten, the Board is keen to raise the entire \$2.1m SPO from our smaller loyal Shareholders.

Issue of Bonus Options

Each Shareholder who holds shares in NuSep as at 5.00 pm on 12 September 2011 will also be issued Bonus Options on a basis of one Bonus Option for every two Shares that they hold in NuSep.

The details of the Bonus Options are set out in Section 2 of the Prospectus.

Subject to shareholder approval being obtained for the issue of the Bonus Options, NuSep will issue the Bonus Options on 16 September 2011.

The Bonus Options are being issued for free to eligible Shareholders as a bonus issue.

Eligible shareholders do not need to:

participate in the SPO in order to receive Bonus Options; and
take any further action in order to be issued the Bonus Options to which they are entitled.

General Meeting to approve the SPO and issue of Bonus Options

It is proposed that a General Meeting (GM) will be held on Wednesday 31st August 2011 to approve:

the Shares to be issued under the SPO;
the Director underwriting of the SPO; and

the issue of the Bonus Options.

Shareholders should be aware that:

the Shares to be issued under this Prospectus are subject to Shareholder approval at the GM.
The Bonus Options to be issued under this Prospectus are subject to Shareholder approval at the GM.

The GM to consider the issue of the Shares and the Bonus Options will take place after the SPO has closed. If the resolution to issue the Shares is not approved at the GM, the SPO issue will not proceed and the funds will be returned to Shareholders. If the resolution to issue the Bonus Options is not approved at the GM, the issue of the Bonus Options will not proceed.

Full details of the SPO and of the existing NuSep business are outlined in sections 1 & 3 of this Prospectus. Full details of the issue of the Bonus Options are set out in Section 2 of this Prospectus.

I encourage all Shareholders to read these sections in full. I encourage you to be aware of the following Company specific risks:

Financial risks. The ability of the Company to implement its business strategy may require it to raise additional funds. No assurances can be given that such funding will be available or that it will be available on terms attractive to the Company;
Litigation. The Company is the plaintiff in legal proceedings against NxGen to recover \$660,000. The Company is also the plaintiff in a US patent case against Expedeon.
Failure to achieve sales growth. Failure to achieve sales growth from existing products;
Clinical trial litigation. Litigation arising from the clinical studies undertaken by the Company.

A more detailed analysis of the risk associated with an investment in NuSep are outlined in section 9. You should read this document in conjunction with all of the publicly available information relating to the Company before deciding whether to participate in the SPO or to exercise the Bonus Options. If you have any questions, you should consult your stockbroker, accountant, lawyer or other professional adviser.

In conclusion, the Directors strongly believe in the future of NuSep and have shown their commitment by underwriting this SPO. As a Board we strongly encourage you to participate in the SPO.

Yours sincerely,

Mr John Manusu Executive Chairman

1. Details of the Share Purchase Offer

1.1. Offer

The Offer is an offer to NuSep Shareholders to acquire additional fully paid Shares at an issue price of 10¢ per Share to raise a maximum of \$2.1 million. The Shares issued will rank equally with existing Shares.

1.2. Pricing of the SPO Shares

The Board determined that the SPO share price should represent a 28% discount to the market closing price of the shares on Tuesday 14 June 2011. On that day NuSep shares closed at 14¢ per share and the Board resolved to price the SPO at 10¢.

It should be noted that the market price of the shares may rise or fall between the date of this Offer and the date when the shares are allotted under the SPO. Therefore, the value of the Shares you receive on the allotment date may be more or less than the price paid for the Shares.

1.3. Record Date for entitlement to the SPO

Only Shareholders who hold Shares in NuSep on Tuesday 5th July 2011 will be entitled to participate in the SPO. Further, this Offer is optional and nonrenounceable. This means that eligible Shareholders can elect not to participate in the SPO but, if the Shareholder elects not to, it cannot transfer its right to participate in the SPO to a third party.

1.4. Conditions of the Offer

The Offer is conditional on NuSep obtaining Shareholder approval for the issue of the Shares under this Prospectus in accordance with Listing Rule 7.1. This approval will be sought at a NuSep General Meeting of Shareholders to be held on 31st August 2011.

If Shareholders do not approve the issue of the Shares or the Shares are not admitted to Quotation within three (3) months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none of the Shares offered by this Prospectus will be granted. In that circumstance, all applications will be dealt with in accordance with section 724 of the Corporations Act.

1.5. Purpose of the Offer

The purpose of the Offer is to raise funds for:

marketing of the Gels and IQ software;
partially fund the Singapore plasma project; and
general working capital purposes and to meet estimated expenses of the Offer.

Use of Funds

If only \$1.5m is raised under this SPO then:

(a) \$200,000 will be used to market the Gels and IQ software; and
(b) \$1.3m will be invested in the Singapore plasma project, to pay for the expenses of this Offer and general working capital.

If the full \$2.1m is raised then:

(a) \$500,000 will be used to market the Gels and IQ software; and
(b) \$1.6m will be spent on the Singapore plasma project, pay for the expenses of this Offer and general working capital.

1.6. Application Process

An Application can only be made by completing and lodging the Application Form attached to this Prospectus or a paper copy of the relevant Application Form in the on-line version of this Prospectus.

Your completed Application Form and payment must reach the registered office of NuSep Holdings Ltd at 324 Burns Bay Road, Lane Cove, NSW 2066 no later than 5.00pm EST on the Closing Date.

The completed Application Form must be accompanied by payment in full at the rate of 10¢ per Share.

Payments will only be accepted in Australian currency by cheque or by way of BPAY.

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to "NuSep Holdings Ltd – Offer Account" and crossed "Not Negotiable". Refer to the Application Form for further details on BPAY payment requirements.

1.7. Closing Date

The Closing Date for the Offer is 5.00pm EST on Friday 29th July 2011. The Directors may extend the Closing Date.

1.8. Subscription

Shareholders that wish to participate in the SPO may subscribe for Shares in one of the offer amounts. Shareholders may not subscribe for less than 10,000 Shares and may not subscribe for more than 150,000 Shares.

	Subscription Amount	Share Purchase Offer Shares
Offer 1	\$1,000	10,000
Offer 2	\$5,000	50,000
Offer 3	\$10,000	100,000
Offer 4	\$15,000	150,000

1.9. Issue of Shares

NuSep will issue the SPO shares within five business days of the date of the General Meeting on 31st August 2011 at which Shareholder approval for the issue of Shares.

1.10. Minimum & Maximum SPO Applications

The minimum Application under the SPO is for 10,000 Shares (i.e. \$1,000). The maximum Application is for 150,000 Shares (i.e. \$15,000). There is no minimum subscription that can be raised under this Prospectus. The maximum that can be raised under this Prospectus is \$2.1m or 21 million shares.

1.11. Oversubscriptions

If NuSep receives Applications for more than \$2.1m it will process these Applications on a first come first served basis. Directors do reserve the right to accept oversubscriptions.

1.12. Underwriting

The Offer is partially underwritten by a number of Existing Shareholders and two of the Directors of NuSep to \$1.5 million. Details of the material terms of the Underwriting Agreements, including the circumstances in which the agreement can be terminated, are set out in Section 8.1 and 8.3 of this Prospectus. Under the Corporations Act, the Directors are considered related parties of NuSep. For these reasons the Director Underwriting Agreement is subject to Shareholder approval in accordance with Listing Rule 10.11 and Chapter 2E of the Corporations Act.

The table below shows the Underwriters and the shares that they currently hold and what they would hold should no Shareholders take up the SPO.

	Current Shareholding	% of the Issued Capital	Maximum Shareholding	% of the Issued Capital
Directors of NuSep
John Manusu	2,342,867	3.2%	3,342,867	3.7%
Hari Nair	1,038,680	1.4%	2,038,680	2.3%
Iain Sorrell	902,328	1.2%	902,328	1.0%
William Spee	2,651,830	3.6%	2,651,830	3.1%
Total	6,935,705	9.4%	8,935,705	10.1%

Existing Shareholders of NuSep

	Current Shareholding	% of the Issued Capital	Maximum Shareholding	% of the Issued Capital
Balmain Securities P/L	119,047	0.2%	3,119,047	3.7%
IE Properties P/L	743,702	1.0%	3,243,702	3.6%
Nutsville P/L	952,380	1.3%	3,452,380	3.9%
Mr Andrew Goodall	12,836,310	17.6%	15,336,310	17.4%
Mr Thee Woon Goh	-	-	1,000,000	1.1%
Mr Ming Chiu	2,624,110	3.6%	3,374,110	3.8%

This table has been compiled on the basis that no shares are taken up under the SPO by Shareholders. In this situation the Underwriters would be required to subscribe \$1.5m for a total of 15 million Shares. The right hand column shows the maximum shareholding and percentage this represents of the expanded capital that each Underwriter would hold in NuSep if no shares were acquired by Shareholders under the SPO. In this situation the Directors would hold and control 10.1% of NuSep's total issued capital. The above shareholdings include associated and related parties to each of the Underwriters.

Shareholders should note that the SPO is not conditional on the approval of the Directors Underwriting Agreement by Shareholders at the General Meeting to be held on Wednesday 31st August 2011. Should the Director Underwriting Agreement not be approved by Shareholders at the General Meeting on 31st August 2011 the Directors underwriting amount of \$200,000 would be cancelled leaving an underwriting amount of \$1,300,000.

2. Details of the issue of Bonus Options

2.1. Purpose of the Bonus Option Issue

No funds will be raised from the issue of the Bonus Options.

The purpose of the issue of Bonus Options is to provide a mechanism for the raising of funds for:

marketing of the Gels and IQ software;
the Singapore plasma project; and
general working capital purposes.

Use of Funds

Given the inherent uncertainty of the amount that might be raised under the Bonus Options the Company is only able to provide a general outline of the use of these funds. NuSep proposes to use these funds:

I. The first \$1m raised to fund the SpermSep clinical trials;
II. The next \$500,000 will be used to market the Gels and IQ software; and
III. The balance of any funds raised will be invested in the Singapore plasma project and general working capital.

2.2. Pro Rata Bonus Options

Each Shareholder will be entitled to be issued one Bonus Option for every two shares that they hold.

Shareholders are not required to take any further action in order to participate in the issue of Bonus Options. In accordance with Class Order 00/1092, Nusep is not obliged to provide an application for the bonus options with this prospectus.

2.3. Bonus Record Date

Only Shareholders who hold Shares on the Bonus Record Date will be eligible to be issued Bonus Options.

2.4. Conditions of the Issue

The issue of the Bonus Options to Shareholders is conditional on the issue of the pro rata Bonus Options being approved by NuSep Shareholders at a General Meeting to be held on 31st August 2011 and official quotation of the Bonus Options.

If Shareholders do not approve the issue of the Bonus Options or the Bonus Options are not admitted to Quotation within three (3) months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none of the Bonus Options are offered by this Prospectus will be issue.

2.5. Consequences of Exercising Bonus Options

On exercise of the Bonus Options, the Shares issued in respect of each Bonus Option will rank equally with other Shares on issue.

Other than the 15¢ exercise price, no brokerage or other fees will be payable on the exercise of these Bonus 15¢ Share Options.

2.6. Rights and liabilities attaching to Bonus Options

The rights and liabilities attaching to the Bonus Options are outlined here for informational purposes only.

These rights and liabilities will only become effective if NuSep Shareholders approve the issue of these share options at the General Meeting to be held on Wednesday 31st August 2011.

2.7. Defined Meanings

Words used in these conditions and the rules of interpretation that apply are set out and explained in Section 12 of this Prospectus.

2.8. Issue of Options

The Directors on behalf of the Company may issue Bonus Options pursuant to this Prospectus subject to these conditions and to the provisions of the Constitution and the Corporations Act.

The Directors may, subject to the provisions of the Constitution and the Corporations Act, from time to time, issue further options, including Directors, Employees and Consultants Options on terms and conditions of issue as they shall think fit.

2.9. Entitlement to the Options

Each Nusep Shareholder will be allotted one (1) Option for every two (2) Shares held by that Shareholder on the Bonus Record Date provided that Shareholder approval for the issue of these Options is obtained at the General Meeting on 31st August 2011.

2.10. Terms of the Options

Item	Details
Exercise Price	15¢ per Option
Option Expiry Date	31st March 2012
Exercise Dates	Any time up to and including the Option Expiry Date of 31st March 2012.
Publicly Tradable	NuSep will apply to the ASX for these Options to be listed under the code of 'NSPX'.
Exercise Ratio	1 Option converts into 1 fully paid Share

The Options issued under this Prospectus have the following general terms:

2.11. Exercise of Options

The Option Holder of an Option may, at any time and from time to time during the Exercise Period, give an Exercise Notice to the Company requiring the Company to issue fully paid Shares on exercise of one or more of the Options.

An Exercise Notice must be in writing, in the form attached to this Prospectus and must be delivered to the Company at Lane Cove together with the payment of 15¢ per Option to be exercised.

An Exercise Notice does not have effect until the Company has received and cleared payment for the full amount of the Exercise Price for all of the Options exercised.

The Company must within 7 Business days after it receives and clears a cheque in payment of the Exercise Price, allot and issue to the Option Holder the number of resulting Shares.

The Company must send or cause to be sent to the Option Holder a holding statement in respect of the Options held, any Shares issued on exercise of an Option and any unexercised Options after the Holder has exercised an Option within the time and in accordance with the time prescribed by the ASX Listing Rules after the first holding statement or other statement is sent.

If required by the ASX Listing Rules, the Company must tell the Option Holder in writing of the Exercise Price and Option Expiry Date of the Options within the time prescribed by the ASX Listing Rules after the first holding statement or other statement is sent.

Shares allotted upon exercise of Options will rank equally in all respects with other issued Shares from the date of allotment and will be held subject to the Constitution.

Any Option which has not been exercised by 5.00pm on the expiry date of 31st March 2012 lapses. Any Exercise Notice received by NuSep after this date will be rejected.

2.12. Quotation of Shares

The Company will make application to ASX for admission to the official list of any Shares issued as the result of the exercise of any Option within 7 Business Days of the issue and allotment of those Shares.

3. Further Information

3.1. Capital structure

As at the date of this Prospectus, NuSep has 73,051,172 Shares on issue.

If the Offer is fully subscribed, 21 million Shares will be issued to successful Applicants.

On the assumption that the Shareholding of the NuSep does not change (other than to include the Shares issued under the SPO) between the date of this Prospectus and the Bonus Record Date, 47,025,586 Bonus Options will be issued.

Shares Capital	Number of Shares	Number of Options
Shares on issue at the date of this Prospectus	73,051,172
Shares to be issued under this Prospectus	21,000,000
1st 35¢ listed share options expiring September 2012		29,188,869
Bonus Options – expires 31st March 2012.		47,025,586
Total Securities on issue at the Close of the Offer.	94,051,172	76,214,455

3.2. Market prices of Shares

Set out in the table below, the lowest and highest closing market sale price of Shares on the ASX during the 3 months immediately preceding 5th July 2011 were 8¢ and 22¢.

The table also sets out the last sale price for Shares on the ASX prior to the date of this Prospectus.

	Share Price	Date
Highest	22¢	13th April 2011
Lowest	8¢	28th June 2011
Last Price	10¢	th July 2011 4

The market price of the Shares may rise or fall between the date of this Prospectus and the date when Shares are allotted under the SPO or following the exercise of a Bonus Option.

Therefore, the value of the Shares you receive on the allotment date may be more or less than the price paid for the Shares.

The current share price can be obtained from the Australian Stock Exchange and is listed in the financial or business section of major daily newspapers circulating in Australia.

3.3. Expected Results for the Full Year ended 30 June 2011

The Company will release its full results for the year ended 30 June 2011 by Tuesday 30th August 2011. Based on unaudited management numbers, the Board expects a loss of \$2.5m for the full year.

The Board provided a detailed full year guidance to the ASX in its most recent announcement on Wednesday 27th May 2011.

This \$2.5m loss is due to four factors:

\$1.3m further investment in NuSep's Singaporean plasma business which has been expensed through NuSep's P&L;
\$1.2m profit shortfall in the IQ software business;
\$1.1m non-operational expenses including amortisation & depreciation; and
\$0.6m of legal expenses relating to recovery of the NxGen funds and protecting the Gels Intellectual Property.

See section 9 for more details.

3.4. Advantages and Disadvantages of the SPO and Bonus Option Issue

There are a number of potential advantages and disadvantages for Shareholders in subscribing to this SPO or exercising the Bonus Options.

In summary these are:

1. Advantages include:
(a) By participating in the SPO or exercising the Bonus Options, Shareholders are providing ongoing funding for the company to achieve its stated goals.
(b) Subscription to the SPO or exercising the Bonus Options allows current minority Shareholders to top up their investment in the company as they will now be able to buy Shares at a discount to the current market price.
1. Disadvantages include:
(a) The SPO will dilute those Shareholders who do not participate in the SPO.
(b) The Bonus Options (if exercised) will dilute those Shareholders who elect not to exercise their Bonus Options.
(c) The SPO will dilute large Shareholders relative to the smaller Shareholders as the maximum amount a Shareholder can subscribe is \$15,000.
(d) If no Shareholders take up the SPO then the Directors will subscribe for \$200,000 of shares under the Director Underwriting Agreement and will collectively own 10.1% of the company.

3.5. Summary of Key Risk Factors

The securities offered under this Prospectus should be considered speculative because of the nature of the Company's business.

The operation of the Company's business is subject to a range of business risks, both of a general and specific nature. Full details of the possible risks associated with an investment in the Company are set out at section 9 of this Prospectus. These risks should be considered carefully before an application for Shares is made to the Company.

The position of the Company may change as a result of a change in economic conditions, the impact of geo-political factors on the Australian and world economies and changing market conditions on the ASX. Shareholders should also be aware that if they do invest in the Company there is no guarantee of future earnings, dividends, return of capital or the price at which the Shares will trade on the ASX after quotation.

Shareholders should be aware that the Shares to be issued under this Prospectus are subject to Shareholder approval at the Shareholder meeting to be held on Wednesday 31st August 2011. This meeting will occur after the SPO has closed. It is possible that this resolution will not be approved at the 31st August 2011 General Meeting of Shareholders. In this situation the SPO issue would not occur and the funds would be returned to Shareholders.

There are also a number of Company specific risks including:

• (financial risks) the ability of NuSep to implement its business strategy may require it to raise additional funds. No assurances can be given that such funding will be available or that it will be available on terms attractive to NuSep;

• (non-performance) non-performance of significant contracts by other parties;

• (failure to achieve sales growth) failure to achieve sales growth from existing NuSep products;

• (difficulties with product launches) difficulties or delays in completing product developments or product launches;

• (competition) the existence and extent of any competition for the products or processes to be developed by NuSep – particularly from major international biotechnology companies; and

• (substitute products) the existence of substitute or improved products developed by competing companies;

Should these risks materialise at a future time it may impact negatively on the Company's future share price.

3.6. Overseas Shareholders

This document does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The Company has formed the view that it is unreasonable to make offers of securities under the Offer to Shareholders with a registered address outside Australia after having regard to each of the following:

(a) the number of holders in each jurisdiction outside of Australia;
(b) the number and value of the Shares that would be offered to these holders; and
(c) the cost of complying with the legal and regulatory requirements in these foreign jurisdictions.

3.7. Expenses of the Issue

The total expenses of the issue are estimated to be \$130,000 comprising

(a) Underwriting fees,
(b) legal and due diligence costs,
(c) printing and other administrative expenses, including ASX quotation fees.

These fees will be paid out of the funds raised under this Prospectus and these expenses are included in the general working capital application of funds.

3.8. Enquiries

If you have any questions concerning your entitlement, please contact the Company Secretary, Mr Prakash Patel by telephone on +61 2 8415 7300, or contact your professional adviser.

4. . NuSep's Business

NuSep is a life sciences company that sells products into the global BioSeparations market. The company has offices in Sydney, Australia, Singapore and Atlanta, USA.

NuSep has three divisions:

Consumables This division sells Gels, IQ Software and Diagnostic reagents;
Clinical This division has developed the SpermSep IVF instrument. A clinical trial is required to bring this product to market;
Therapeutic This division includes the PrIME plasma business.

All of these divisions are connected by a common electrophoresis polymer technology.

4.1. 4.1 A Brief Outline of NuSep's Divisions

4.1.1. 4.1.1 Consumables Division

The Consumables division incorporates the IQ software, the Gels and the diagnostic reagents businesses.

IQ Software

When NuSep acquired the IQ software it did so with the expectation that this business would generate approximately US\$1.2m in profit in a full year. While the \$A/\$US exchange rate has negatively impacted on revenue reducing the US\$1.2m profit forecast from A\$1.3m to A\$1m, the real cause for this profit reduction was a lack of sales.

The IQ sales did not occur at the rate forecast because of two factors:

The late release of the critical software update which was only released on 9th May 2011; and
The original pricing structure required customers to purchase this software as a capital expenditure item resulting in a long lead time. Since mid-May 2011 an annual license fee alternative has been offered bringing the cost within most consumables budget limits of our customers.

Following the launch of the critical update and the new pricing structure, sales have shown solid growth. Sales for the month of May exceeded the total sales of IQ software for the previous three months and current trends indicate that this increase will continue in the coming months.

Development of the IQ software business is a work in progress. Further work needs to be undertaken on the website together with building the distribution network both in the US and worldwide. There were 14 officially recorded posters presented at the June 2011 ASMS meeting in Denver which reported the IQ software as 'Best in Class'. This sort of independent promotion is helping build the sales of the IQ software and in turn the value of the NuSep brand.

There are a number of further enhancements and new products that the IQ team are working on. This work is being funded by US Government grants which run until the end of the 2011 calendar year.

It is important to note that the Company was due to make a further payment of 3 times the net profit for the year ended 30 June 2011 if the net profit was above US\$500,000. As this has not occurred, NuSep will not be making any further payments for the purchase of this business. NuSep has paid a total of \$US2m to acquire this business \$US1.5m in cash on acquisition in May 2010 and a further \$US500,000 in shares on 31st December 2010.

Gels & Diagnostic Business

The Gels & Diagnostics businesses have performed as expected. A number of positive developments have occurred during this financial year which auger well for future profit growth in these businesses.

Gels

In the first half of this financial year NuSep invested heavily in injection moulding dies to open up the Bio-Rad and Invitrogen dominated gels markets. These markets account for approximately 95% of the total \$100m Gels Market. The first of these products was launched in April 2011 and by mid May 2011 direct sales of these products equalled the sales of the existing gel products. While making products that address the two main Gels markets has been critical, the new gel formulations and the 2 minute UV visualisation technology have made NuSep's gels 'Best in Class" and enabled the company to compete on a level playing field in the gels market. The company remains confident that it is on course to meet its stated intention of attaining 10% of the US\$60M US market. Much of this has also been generated by bringing on distributors in Asia. Currently our gels are being sold by 6 distributors in the Asian region.

Dollar Sales of the Gels in the October 2010 and January 2011 quarters were down. Actual volume sales during this period were flat, meaning that the sales decrease was due to the currency impact. The adverse foreign exchange will continue to hide the overall growth in direct sales of gels for the balance of the year to 30 June 2011. Gel sales have been particularly strong since the launch of the new gels in April 2011. As an indication of this growth direct sales for the month of May were the highest in this financial year.

The quality of the new gels is also apparent from the results of the FaceBook promotion that NuSep ran in April/May 2011. This was the Company's first social media campaign and has generated significant feedback, particularly for the unique UV application of this product. Shareholders are encouraged to review the NuSep FaceBook at http://www.facebook.com/nusepinfo. There are some innovative photos of our gels on the FaceBook page and this campaign has created quite a buzz in the marketplace. The campaign generated a number of new customers and is part of our strategy to establish NuSep as the #1 innovator & 'Best in Class' in the gels market.

Tied to this promotion is the significant website upgrade. The site is being developed as a great resource for our customers and the online store is much improved relative to the old site. The next iteration of the website will incorporate both the IQ and the Gels in the one shopping cart.

Diagnostics

Diagnostic sales have also grown throughout the last six months. NuSep has applied to the Australian Therapeutic Goods Administration (TGA) for a license to manufacture diagnostic reagents. NuSep is one of the first Australian companies to apply for this type of licence. Once NuSep has this license it will be able to manufacture a wider range of diagnostic products, including human plasma diagnostics. While a small part of the Consumables division this business generates a significant gross margin.

As is probably clear our efforts in the Consumables Division over the last six months have been focused on generating increased sales revenue. This strategy will continue for the foreseeable future through direct sales and broadening our distributors' network.

4.1.2. 4.1.2 Clinical Division

NuSep has developed a unique patented instrument to separate sperm called the SpermSep. The SpermSep separates sperm for fertility treatments such as IVF.

The SpermSep was successfully evaluated for safety and efficacy in a 2008 clinical trial. This clinical trial involved 18 couples, 9 of which used the SpermSep, and 9 that used the existing process. The SpermSep group had 3 live births and there was only 1 live birth in the other group. Following on from this study it was decided to redesign the consumables component of the SpermSep to address initial feedback from the regulatory authorities. This redesign has now been completed. A final \$1m clinical trial now needs to be undertaken in order to bring this instrument to market. The Company is also evaluating veterinary applications with work being undertaken at 2 Australian Universities.

There are over 45,000 IVF cycles undertaken every year in Australia and currently 1 in every 30 live births in Australia is an IVF baby. The SpermSep is an application of the PrIME technology developed by IVF clinicians to meet their market needs.

4.1.3. 4.1.3 Therapeutic Division

NuSep has developed an application of the PrIME (Preparative Isolation by Membrane Electrophoresis) technology for the separation of therapeutic plasma products. Following on from interest from a number of Asian Governments NuSep has recently set up a fully functional prototype PrIME unit at its Lane Cove facility.

The initial budget for the entire SingaPharm project was S\$12m (A\$9m). It was initially anticipated that NuSep would bring in outside investors to fund S\$8m (A\$6m) of this with the balance of S\$4m (A\$3) coming from NuSep. As a result of this external funding NuSep would have its initial equity reduced to 38%, rising to 50% on successful product sales.

The feedback from NuSep's Shareholders at the EGM on 28th February 2011 was that NuSep should retain a larger ownership of this project than was initially proposed. As a result we continue to look at ways to maximize NuSep's holding in SingaPharm. In the full year to 30 June 2011 NuSep will have spent over A\$1.3m to fund the SingaPharm plasma business. All of this funding has been expensed through NuSep's P&L rather than capitalising it as an investment in the Balance Sheet. This is a more conservative approach, but one that the NuSep Board is comfortable with.

In the meantime, NuSep is evaluating additional non-equity based funding for this project and will keep the market informed as this develops. Since the February 2011 EGM a number of developments have occurred including:

Completion of the initial design for the Singapore plasma manufacturing facility;
In order to streamline building and operational costs the facilities in Singapore will now be established in the TechView building in Kaki Bukit in Singapore. This is a larger facility allowing for future expansion and also has more infrastructure reducing the initial set up cost;
Employed the Director for GMP Operations and appointed the Director of Regulatory and Quality Affairs;
Started updating the facility design for the new location; and
Sent out tenders for the Engineering Design and Build Management.

Since this project was started the EMEA requirements for the IVIG clinical studies have been updated. SingaPharm will now be required to undertake a clinical study of 40 patients over a 12 month period. This has pushed back the timeline of the first commercial sale by six months. In all other respects this project is on schedule.

In response to the establishment of the Singapore facility, NuSep has received requests from other ASEAN governments for the establishment of the PrIME Mini Mill concept in their respective countries The Company will update the market as these initiatives progress. As part of this marketing effort NuSep is using a push to regional self-sufficiency in the plasma therapeutics market. This initiative comes on the heels of the recent WHO report, a copy of which is on NuSep's website at www.nusep.com and the Australian National Blood Authority's Review of the Australian Plasma Fractionation Arrangements see http://www.donateblood.com.au/files/pdfs/Review%20of%20Australia%27s%20plasma%20fractionati on%20arrangements%20Dec06.pdf.

By continuing to invest directly in this project NuSep has maintained 100% ownership of the SingaPharm investment. In the event that the Company needs to bring in additional equity investment it will be able to do so at a higher valuation as some critical milestones have been achieved. Undertaking this investment has placed additional funding needs on NuSep and this has forced the Company to delay other projects including undertaking the SpermSep clinical trial.

5. The NuSep Directors

The Directors of NuSep as at the date of this Prospectus are:

John Manusu B.Com, F.Fin.

Executive Chairman

Age 51.

Mr Manusu has over 20 years' experience running biotechnology companies. He has been involved with start-ups, turnarounds and mature organisations in the biotechnology space. Mr Manusu has undertaken a number of significant acquisitions and divestures, as well as raising over \$100 million in public funding and government grants. Mr Manusu was previously a Director of both Life Therapeutics & Gradipore. Mr Manusu has a degree in Commerce and is a Fellow of the Financial Services Institute of Australasia. Mr Manusu has worked in both the Australian and U.S. biotechnology industry.

Dr Hari Nair BSc (Hons), PhD (Med & Clin Sci), MAIBiol, MOIF (Cambridge)

Managing Director

Age 54.

Dr Nair has a PhD in Medicine and Clinical Science from the Australian National University with his specialty in cardiovascular medicine and haematology. Dr Nair has received a number of awards from international organisations including being specially recognised for his role in coagulation research by the ACT government. He has run international biotechnology companies in both Australia and the US. He has also been on Boards of both publicly listed and private companies. Over the last few years Dr Nair has been involved in capital raising in Australia, Europe and the US

Iain Howard-Sorrell HND, LiBiol

Non executive Director & Chairman of Remuneration Committee Age 54.

Mr Howard-Sorrell is based in the USA and has over 20 years' experience in the Life Sciences arena. He has held senior sales and marketing positions in both corporate and start-up businesses both in Europe and the USA. In addition to his extensive knowledge of the separations industry he has also set up and operated a successful import and distribution organisation in the USA. He is a graduate of the University of Plymouth in Applied Biology. In addition to on-going consultative roles he is also actively involved on the board of trustees for non-profit organisations. He is best recognised for his ability to develop new markets and co-ordinate international distribution.

William Spee

Non executive Director & Chairman of the Audit Committee

Age 63

Mr Spee brings 30 years' experience in running Manufacturing, Retail and Investment operations. He has a lifetime passion for science and technology and in addition to running his own Commercial Property Investment company has direct investments interests in several growing ventures. Mr Spee was a Flying Officer in the RAN, and completed his training in the US Navy. Mr Spee has run several small retail food businesses, has studied computer science at Macquarie and Canberra Universities before running a small scale electronic manufacturing venture. Mr Spee is passionate about the environment and is currently designing a new 6 green star commercial building in Northern Australia

6. Further Company Information

6.1. Rights and liabilities attaching to NuSep Shares

A summary of the more significant rights and liabilities attaching to NuSep's Shares is set out below:

The NuSep Shares that are to be issued pursuant to this Prospectus are ordinary shares, the capital on which is fully paid.

(a) Voting – At a general meeting of NuSep, every Shareholder present in person or by proxy, attorney or representative has one vote on a show of hands and, on a poll, one vote for each fully paid Share held. On a poll, partly paid Shares confer a fraction of a vote in proportion to the amount paid up on the Share.

(b) Dividends – Dividends are determined by the Directors at their discretion. Any dividend relating to Shares is divisible amongst the Shareholders in proportion to the amount paid up on the Shares held by them. It is not currently intended that NuSep pay a dividend on Shares or that one be paid in the near future.

(c) Rights on winding up – Subject to the rights or restrictions attaching to any share or class of shares, if NuSep is wound up, the property of the Company available for distribution shall be divided among the members in proportion to the shares held by them, irrespective of the amounts paid up or credited as paid up on the shares. If the Company is wound up the liquidator may, with the sanction of a special resolution, divide the assets of the Company amongst the members and may determine how the division shall be carried out as between the members or different classes of members.

(d) Transfer of Shares – Except where required by law or the constitution of NuSep there are no restrictions on the transfer of Shares.

(e) Issue of further Shares – subject to the provisions of NuSep's constitution and the Corporations Act, the Directors may issue further Shares on such terms and conditions as they may decide.

(f ) Variation of class rights – the rights attaching to each class of Shares may only be varied:

(i) with the consent in writing of the holders of three-quarters of the class of issued Shares concerned; or

(ii) with the sanction of a special resolution of Shareholders, a special resolution being a resolution passed by a majority of not less than 75 per cent of Shareholders present and voting.

6.1.1. New and Pro-Rata Issues

6.1.1.1. Option Holders cannot participate in a new rights issue of securities in the Company without first exercising the relevant Options. However, the Company will send a notice to each Option Holder at least 9 Business Days before the record date applicable to that new rights issue. This will give Option Holders the opportunity to exercise their Options prior to the date for the determination of Entitlements to participate in that new rights issue.
6.1.1.2. Option Holders who exercise their Options before the applicable record date for the new issue will be entitled to participate in that new rights issue.
6.1.1.3. Except as expressly set out in these conditions, an Option Holder does not have any right to change the Exercise Price of an Option or the number of Shares over which an Option can be exercised.
6.1.1.4. If the Company offers Shares by way of a Pro-rata Issue (except a bonus Issue) to the holders of Shares (whether renounceable or not), then Option Holders can participate in the Pro rata Issue without exercising the relevant Options provided that:
6.1.1.4.1. either the Exercise Price of an Option will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2 or,
6.1.1.4.2. if the Options are not quoted on the official list of the ASX and were issued with the approval of the holders of the ordinary Shares, then the Exercise Price or the number of Shares to be issued on exercise of the Option may be changed by an amount or number

which in the opinion of the Directors provides a fair adjustment for the Pro rata Issue and as set out in ASX Listing Rule 6.22.2A.

6.1.1.5. If there is a bonus Issue to the holders of Shares in the Company then the number of Shares over which each Option is exercisable will be increased by the number of Shares which the Option Holder would have received under the bonus Issue if the Option had been exercised before the record date for the bonus Issue.
6.1.1.6. In the event of any reorganisation including subdivision, consolidation, reduction, return or cancellation of the issued capital of the Company on or prior to the Option Expiry Date, the rights of an Option Holder will be changed to the extent necessary to comply with the applicable ASX Listing Rules governing reorganisations in force at the time of the reorganisation.

6.1.2. Maintenance of Register and Transfers of Options

6.1.2.1. The Company will keep and maintain, or cause to be kept and maintained, a register of holders of Options. The Company must ensure that the register is managed and maintained so as to comply with the Corporations Act and the ASX Listing Rules.
6.1.2.2. Subject to the Constitution, ASX Listing Rules and SCH Business Rules, all Options are transferable. The provisions of the Constitution relating to a transfer of Shares apply, with necessary alterations, to a transfer of Options.
6.1.2.3. The Company must tell new Option Holders in writing of the Exercise Price and the Option Expiry Date. This information must be included in the holding statement or other statement in respect of the Options sent to Option Holders.
6.1.2.4. Except as required by law, the Company will not recognise a person as holding an Option on any trust.
6.1.2.5. Whether or not it has notice of the rights or interests concerned, the Company is not bound to recognise:
(i) any equitable, contingent, future or partial claim to, or interest in, any Option; or
(ii) any other right in respect of the Option,

except an absolute right of ownership of the Option Holder or as otherwise provided by these conditions or by law.

6.1.3. General Provisions

6.1.3.1. Severance

(i) If a provision of these conditions or its application to any person or circumstance is or becomes invalid, illegal or unenforceable then the provision must, as far as possible, be interpreted as narrowly as possible to ensure that it is not illegal, invalid or unenforceable.

(ii) If any provision or part of it cannot be so interpreted, then the provision or its part is taken to be void and severable. The remaining provisions of these conditions are not affected or impaired in any way.

6.1.3.2. Option Holders bound by Constitution

An Option Holder is bound by these conditions and by the Constitution to the extent that the Constitution relates to or governs the Options.

6.1.3.3. Waiver and Variation

(i) Subject to the ASX Listing Rules, SCH Business Rules and the Constitution, the Directors may by resolution:
(a) waive strict compliance with any of these conditions; or
(b) add to, vary or otherwise change any of these conditions for any reason including to ensure compliance with the ASX Listing Rules either generally in relation to all Option Holders or as they apply to a particular Option Holder.
(ii) Any waiver, addition, variation or other change under clause 9.3(a) must not be made unless:
(a) any Option Holder affected by the waiver, addition, variation or other change so consents in writing; or
(b) the Directors reasonably consider that the waiver, addition, variation or other change is required to ensure compliance with the ASX Listing Rules or any law or requirement binding on the Company or does not adversely affect an Option Holder's rights under these conditions.

6.1.4. Notice of Expiry

The Company must send an Option Holder before the Option Expiry Date of the Options any notice required by Appendix 6A.6 of the ASX Listing Rules to be sent to Option Holders.

6.1.5. Dividends and voting

An Option does not confer on its Option Holder:

(i) any entitlement to any dividends or other distributions by the Company; or
(ii) any right to attend or vote at any general meeting of the Company.

6.1.6. Governing law

These conditions are to be construed according to and are governed by the laws of the State of New South Wales, Australia. Each of the Company and the Option Holder submits to the non-exclusive jurisdiction of the Courts in and of the State of New South Wales in relation to any dispute arising under these conditions.

6.2. CHESS

NuSep already participates in the Clearing House Electronic Sub register System, known as CHESS. ASX Settlement and Transfer Corporation Pty Ltd (ASTC), a wholly owned subsidiary of ASX, operates CHESS in accordance with the ASX Listing Rules and Securities Clearing House Business Rules. The Shares will be CHESS approved securities.

Under CHESS, Shareholders will not receive a certificate but will receive a holding statement for their Shares. A statement will be sent routinely to Shareholders at the end of any calendar month during which the holder's shareholding changes. A Shareholder will be supplied with a statement at any other time on request, subject to payment of a charge for the additional statement.

6.3. Continuous Disclosure and Documents Available for Inspection

The Company is listed on ASX and its Shares are quoted on ASX under the code 'NSP'. The Company is a "disclosing entity" for the purposes of the Corporations Act. As such, it is subject to regular reporting and disclosure obligations, which require it to disclose to ASX any information of which it is or becomes aware concerning the Company and which a reasonable person would expect to have a material effect on the price or value of securities of the Company. Copies of documents lodged with the ASIC in relation to the Company may be obtained from or inspected at an office of the ASIC.

The Company has issued this Prospectus in accordance with section 713 of the Corporations Act applicable to a prospectus for continuously quoted securities.

The securities that are the subject of this SPO are in a class of securities that were quoted at all times during the three months before the date of this Prospectus and, as such, the Company was subject to the continuous disclosure regime provided for under the Corporations Act and the listing rules.

In accordance with Section 713(3) of the Corporations Act, the Company confirms that it is subject to regular reporting and disclosure obligations.

The Company is not aware of any matters that need to be disclosed in accordance with Section 713(5) that are not disclosed in this document. Shareholders are directed to Section 9 of the Prospectus which contains detailed information concerning the risks associated with an investment in the Company.

Given that the Company is a disclosing entity, it may be required to release information to the market during the period between the date of this Prospectus and the Closing Date. Shareholders are advised to refer to the ASX website at .asx.com.au for updated releases about specified events or matters affecting the Company.

6.4. Litigation

NuSep commenced proceedings against NxGen Pharmaceuticals Pty Ltd (ACN: 127 297 143) (NxGen) in late 2009. NuSep is seeking to recover approximately \$660,000 from NxGen which represents half of the expenses related to the acquisition by NuSep of NxGen which did not proceed. This matter is currently before the Supreme Court of NSW and is due to be mediated by mid-August 2011. NuSep is unable to make any comment as to its prospects of success in this matter but will make a disclosure to the market once the outcome of the proceedings is known. NuSep has budgeted \$200,000 to complete the NxGen litigation.

In mid-2010 NuSep commenced proceedings against Expedeon and Thermo Fisher for patent infringement in Georgia USA. NuSep reached settlement of this matter with Thermo Fisher in June 2011. NuSep is continuing to pursue this case against Expedeon. NuSep has budgeted \$500,000 on this case for this calendar year.

NuSep is otherwise not involved in any arbitration or alternative dispute resolution proceedings, nor, so far as the Directors are aware, are any such proceedings pending or threatened against the Company as at the date of this Prospectus.

6.5. Secured Debt

The Company does not have any secured debts. The Company has not given any additional charge or other security on any of its assets to secure payment of any debt or otherwise.

7. 4. NuSep Unaudited Pro Forma Financial Statements

Set out below is an unaudited consolidated financial statements of NuSep for the half year ended 31st December 2010. These results were released to the market on 25th February 2011. A full copy of these accounts can be found on ASX or NuSep's website at www.nusep.com.

Unaudited Consolidated Statement of Comprehensive Income For the half-year ended 31st December 2010	Unaudited Half-year December 2010 \$	Unaudited Half-year December 2009 \$
Continuing operations
Revenue Cost of sales	528,550 (414,201)	880,055 (494,928)
Gross Profit	114,349	385,127
Other income Government grant	751,063	120,992
Interest Profit from sale of assets	22,559 -	4,667 6,907
Marketing expenses General and administration expenses Finance cost expenses	(514,269) (910,712) (1,320)	(235,360) (390,597) (74,039)
Loss before income tax	(538,330)	(182,303)
Income tax expense	-	-
Loss after tax from continuing operations	(538,330)	(182,303)
Net loss for the period	(538,330)	(182,303)
Net loss attributable to members of parent	(538,330)	(182,303)
Other comprehensive income/(expense) Exchange translation difference	(21,554)	(27,840)
Other comprehensive income from continuing operations for the period	(21,554)	(27,840)
Total comprehensive income/(expense) for the period	(559,884)	(154,463)

Unaudited Consolidated Statement of Financial Position As at 31st December 2010	Unaudited As at 31st December 2010 \$	Audited As at 30th June 2010 \$
CURRENT ASSETS
Cash and cash equivalents	1,795,850	1,200,641
Trade and other receivables	1,180,862	1,899,368
Inventories	401,646	387,065
Other current assets	18,987	82,557
TOTAL CURRENT ASSETS	3,397,345	3,569,631
NON-CURRENT ASSETS
Financial assets	331,510	450,000
Property, plant and equipment	1,679,493	1,372,615
Intangible assets	12,736,983	12,324,820
TOTAL NON-CURRENT ASSETS	14,747,986	14,147,435
TOTAL ASSETS	18,145,331	17,717,066
CURRENT LIABILITIES
Trade and other payables	1,666,596	1,968,178
Other short-term liabilities	202,207	157,835
Short-term provisions	983,961	-
TOTAL CURRENT LIABILITIES	2,852,764	2,126,013
NON-CURRENT LIABILITIES
Other liabilities	1,283,150	2,698,580
Long-term provisions	62,391	49,435
TOTAL NON-CURRENT LIABILITIES	1,345,541	2,748,015
TOTAL LIABILITIES	4,198,305	4,874,028
NET ASSETS/(LIABILITIES)	13,947,026	12,843,038
EQUITY
Issued capital	23,172,967	21,359,095
Reserves	989,894	1,161,448
Retained losses	(10,215,835)	(9,677,505
TOTAL EQUITY	13,947,026	12,843,038

Set out below is a unaudited pro forma statement of financial position for NuSep as at 31st May 2011 which sets out the company's financial position pre and post the SPO. This unaudited pro-forma statement of financial position is prepared on the basis of the 31st December 2010 Unaudited Consolidated Statement of Financial Position, adjusted for the funds raised under this SPO. No other changes have been made to this unaudited pro-forma statement of financial position relative to the 31st December 2010 Unaudited Consolidated Statement of Financial Position.

Accordingly, set out below is an unaudited pro-forma consolidated statement of financial position for NuSep with:

(a) the first column setting out the actual unaudited financial position of NuSep as at 31st December 2010;

(b) the second column setting out the financial position of NuSep on a unaudited pro-forma basis assuming only the \$1.5 million underwriting commitment is raised; and

(c) the third column setting out the financial position of NuSep on a unaudited pro-forma basis assuming the SPO is fully subscribed raising \$2.1 million.

Unaudited Pro forma - Statement of	Unaudited Consolidated Pro Forma management accounts 31st December 2010	Unaudited Consolidated Pro Forma (Assuming only \$1m underwriting raised under SPO)	Unaudited Consolidated Pro Forma (Assuming SPO is fully subscribed and \$2.1m raised)
Financial Position		31st May 2011	31st May 2011
	\$		\$
CURRENT ASSETS
Cash and cash equivalents	1,795,850	1,795,850	1,795,850
Cash from capital raised	-	1,500,000	2,100,000
Trade and other receivables	1,180,862	1,180,862	1,180,862
Inventories	401,646	401,646	401,646
Other assets	18,987	18,987	18,987
TOTAL CURRENT ASSETS	3,397,345	4,897,345	5,497,345
NON-CURRENT ASSETS
Financial assets	331,510	331,510	331,510
Property, plant and equipment	1,679,493	1,679,493	1,679,493
Intangible assets	12,736,983	12,736,983	12,324,820
TOTAL NON-CURRENT
ASSETS	14,747,986	14,747,986	14,747,986
TOTAL ASSETS	18,145,331	19,645,331	20,245,331
CURRENT LIABILITIES
Trade and other payables	1,666,596	1,666,596	1,666,596
Other short-term liabilities	202,207	202,207	202,207
Short-term provisions	983,961	983,961	983,961
TOTAL CURRENT LIABILITIES	2,852,764	2,852,764	2,852,764
NON-CURRENT LIABILITIES
Other liabilities	1,283,150	1,283,150	1,283,150
Long-term provisions	62,391	62,391	62,391
TOTAL NON-CURRENT
LIABILITIES	1,345,541	1,345,541	1,345,541
TOTAL LIABILITIES	4,198,305	4,198,305	4,198,305

NET ASSETS	13,947,026	15,447,026	16,047,026

NET EQUITY	13,947,026	15,447,026	16,047,026

8. Material Contracts

A summary of NuSep's material contracts are set out below.

8.1. Underwriting Agreement

The Offer is partially underwritten by a number of Existing Shareholders of NuSep and the Directors of NuSep to \$1.5 million. The Directors of NuSep who have agreed to underwrite the SPO are Mr John Manusu and Dr Hari Nair. The Existing Shareholders who are underwriting the SPO are Balmain Securities Pty Ltd, IE Properties P/L, Nutsville Pty Ltd, Mr Andrew Goodall, Mr Thee Woon Goh and Mr Ming Chiu (Underwriters). These Directors and Existing Shareholders have agreed to underwrite the first \$1.5m of the Share Purchase Offer (Underwritten Amount).

The Existing Shareholders have agreed to underwrite the first \$1,300,000 of the SPO and the Directors have agreed to underwrite the remaining \$200,000 of the \$1.5m SPO Underwritten Amount.

The Directors are considered to be related parties for the purposes of Chapter 2E of the Corporations Act 2001. For this reason the proposed Director underwriting of the SPO requires Shareholder approval which will be sought from Shareholders at a General Meeting to be held on Wednesday 31st August 2011.

By underwriting this SPO the Directors are taking the risk that no NuSep Shareholders take up the SPO. In this situation the Directors and the Existing Shareholders would acquire 10 million Shares in NuSep.

A more detailed analysis of the Underwriters existing and maximum possible shareholdings under the SPO is outlined in the table below.

	Current Shareholding	% of the Issued Capital	Maximum Shareholding	% of the Issued Capital
Directors of NuSep
John Manusu	2,342,867	3.2%	3,342,867	3.7%
Hari Nair	1,038,680	1.4%	2,038,680	2.3%
Iain Sorrell	902,328	1.2%	902,328	1.0%
William Spee	2,651,830	3.6%	2,651,830	3.1%
Total	6,935,705	9.4%	8,935,705	10.1%
	Existing Shareholders of NuSep
Balmain Securities P/L	119,047	0.2%	3,119,047	3.7%
IE Properties P/L	743,702	1.0%	3,243,702	3.6%
Nutsville P/L	952,380	1.3%	3,452,380	3.9%

Mr Andrew Goodall	12,836,310	17.6%	15,336,310	17.4%
Mr Thee Woon Goh	-	-	1,00,000	1.1%
Mr Ming Chiu	2,624,110	3.6%	3,374,110	3.8%

8.2. Additional information

Below is some additional information that Shareholders may find useful in understanding the Directors and Existing Shareholders decision to underwrite this SPO.

(a) The SPO was priced at a 28% discount to the market price. See section 1.2.
(b) NuSep requires this fund raising to achieve its stated objectives.
(c) NuSep is seeking to raise \$2.1m to fund the marketing of the Gels and the IQ software, invest in the Singapore plasma project and meet working capital requirements. See 1.5.
(d) Two Directors have joined with a number of Existing Shareholders to underwrite this Prospectus. This Underwriting Agreement guarantees the Company the \$1m in return for a 6% commission to the Existing Shareholders and a 5% commission to the Directors. This is the same brokerage the Company offered in the last prospectus, making the current Underwriting Agreement no more favourable than the terms offered in the last prospectus.
(e) The company has explored other underwriters including brokers and institutions. There was a lack of interest. In part this is due to NuSep's market capitalization and in part it is due to their lack of understanding of NuSep's business. The Existing Shareholders and Board understand NuSep's business and associated risks well, which is why they are prepared to take on the risk of underwriting this issue.
(f) The terms of the underwriting are standard and described in Section 8.3.
(g) Identities of the underwriters are disclosed in Sections 1.12 and 8.1.
(h) None of the Underwriters have traded in NuSep shares during the 3 month period up to the date of this Prospectus.
(i) The Existing Shareholders are independent parties. Their only relationship is their shareholding in NuSep. NuSep does not have any additional relationships with these Existing Shareholders. The Directors are considered related parties to NuSep.

8.3. Terms of the Underwriting Agreement

A summary of the Underwriting Agreement is included below:

Fees the Existing Shareholders are entitled to a fee equal to 6% of the Underwritten Amount. The Directors are entitled to a fee of 5% of the Underwritten Amount.
Representations, Warranties and Undertakings the Underwriting Agreement contains various representations, warranties and undertakings made by NuSep to the Underwriter. NuSep also gives a number of undertakings to the Underwriter, including that it will carry on its business in the ordinary course, will notify the Underwriter of any breach of the Underwriting Agreement and will not vary the terms of the Constitution, composition of the board or the capital structure of the Company without the prior consent of the Underwriter.
Indemnity NuSep indemnifies the Underwriter and certain other indemnified parties against all losses, liabilities, costs, claims, charges, expenses actions and demands incurred or suffered as a result of, or in connection with the Prospectus, the Underwriting Agreement, and certain

other breaches or acts. This indemnity is subject to certain limited exceptions, including neglect or default and breach of the Underwriting Agreement.

Termination the Underwriter may terminate its obligations under the Underwriting Agreement upon the occurrence of certain termination events. The main termination events are summarised below:
(a) Material Adverse Event There is a material adverse event which will have or is likely to have a material adverse effect on the ability of the Underwriter to sell the Offer.
(b) Prospectus untrue Any event rendering untrue, inaccurate, misleading or deceptive or incomplete in a material respect, any information or statement contained in the Prospectus.
(c) No suspension An order preventing or suspending the issue of the Prospectus under section 739 (or proceedings initiated or threatened).
(d) National or international changes Any material or fundamental change in national or international financial, economic or political conditions which in the reasonable opinion of the Underwriters is or may be materially disadvantageous for Australia or the Australian economy.
(e) Detrimental Public Announcements Any public announcements are made by the Company which in the reasonable opinion of the Underwriters has or may have a material adverse effect on the Offer.
(f) Fundamental Change Any material or fundamental change in the Australian or international financial, capital market, economic or political conditions which in the reasonable opinion of the Underwriters makes it impractical or inadvisable to proceed with the Offer. A fundamental change is agreed to be the ASX All Ordinaries Index as published by the ASX falls 5% or more below its level as at the close of business on the date of this agreement.
(g) Change of Law there not being promulgated, introduced or announced during the term of the Underwriting Agreement any statute, regulation, order or other enactment or any direction or policy of any governmental department or statutory authority in any jurisdiction which has or has the capacity to cause a material adverse effect on the Company, or any business operated by the Company, the Offer, acceptance by the Company of applications, the quotation, sale, transfer or disposition of the Shares or the ability of the Underwriter to perform its obligations.
(h) No breach of legislation there having been at the Termination Date no material failure by the Company or any of its directors to comply and continue to comply with any material provision of the Corporations Act or any other statute, regulation or order required to be complied with which failure in the reasonable opinion of the Underwriters, constitutes a Material Adverse Event;
(i) No breach by the Company no breach of the warranties or other breach by the Company of its obligations;
(j) Declaration of War there having been no declaration or announcement of any intention to commence war, hostilities or other armed conflict which in the reasonable opinion of the Underwriters may have a material adverse effect on the Offer or the Australian economy.

8.4. Lease Agreement

In 2009 NuSep has signed a 3 year lease for a property at Lane Cove, Sydney from which it currently conducts its business. The lessor is selling this property and NuSep anticipates moving by December 2012. The annual rent for the premises is \$245,552 including GST. The lease contains the standard types of provisions expected in a business lease agreement.

9. Risk Factors

An investment in the Company is not risk free and investors should consider the risk factors described below, together with information contained elsewhere in this Prospectus, before deciding whether to apply for Shares.

The securities offered under this Prospectus should be considered speculative because of the nature of the Company's business and Applicants should consult their professional advisers before deciding whether to apply for the Offer. The operations of the Company are subject to a range of business risks, both of a general nature and of a specific nature in respect of the business activities conducted by the company. There can be no guarantee that the company will achieve its stated objectives.

9.1. General Risks

General risks associated with the Company are:

• (economic conditions) the performance of NuSep, may be significantly affected by changes in economic conditions, particularly conditions which affect the biotechnology industry. The profitability of the business may be affected by factors such as market conditions, interest rates, inflation and consumer demand;

• (geo-political factors) NuSep may be affected by the impact that geo-political factors have on the various world economies or the Australian economy or on financial markets and investments generally or specifically;

• (share market conditions) NuSep, being a company listed on ASX, will continue to be subject to market forces that influence broad share market trends and the price of securities of individual companies. Accordingly, the price of the Shares when quoted on ASX will be subject to varied and often unpredictable influences on the market for equities in general;

• (no guarantee of future earnings risk) there is no guarantee of profitability, dividends, return of capital, or the price at which the Shares will trade on ASX after quotation;

• (uncontrollable factors) NuSep will be exposed to general risk factors that are associated with conducting a business including litigation resulting from the breach of agreements or in relation to employees (through personal injuries, industrial matters or otherwise), strikes, lockouts, loss of service of key management or operational personnel, non-insurable risks, delay in the resumption of activities after reinstatement following the occurrence of an insurable risk, acts of terrorism and acts of God and other matters or force majeure events that may interfere with the business or trade of the Company; and • (product market factors) NuSep may be affected by shifts in product markets and/or new products which replace existing product markets. Such shifts may replace existing products in an extremely short period of time making it impossible for the Company to replace these sales.

9.2. NuSep Specific Risks

Specific risks associated with NuSep include without limitation:

• (litigation) NuSep is an appellant to a number of commercial litigations. If NuSep is unsuccessful in any of these claims it will more than likely be required to pay an amount to the defendant that will be determined by the Court.

• (non-performance) non-performance of significant contracts by other parties;

• (difficulties with product launches) difficulties or delays in completing product developments or product launches;

^{• (}failure to achieve sales growth) failure to achieve sales growth from existing NuSep products;

• (difficulties with regulatory approval) difficulties or delays in receiving regulatory approval or certification for products or processes;

• (competition) the existence and extent of any competition for the products or processes to be developed by NuSep– particularly from major international biotechnology companies;

• (substitute products) the existence of substitute or improved products developed by competing companies;

• (research and development programs) the success or failure of research and development programs of NuSep;

• (market development) the pace of market development for products and the costs involved in achieving market penetration and brand awareness;

• (change in markets) change in the markets for the products and processes sold by NuSep;

• (patent litigation) patent litigation, including failure of existing patents or failure to gain patent licenses to yet unknown blocking patents. NuSep is litigating against Expedeon in the US. See Section 6.4; and

• (clinical trial litigation) litigation arising from the clinical studies undertaken by NuSep.

10. Additional Information

10.1. Taxation

The issue of Shares under the Offer may have taxation implications for their holders. If you have any doubts regarding possible taxation consequences, you should contact your professional tax adviser for advice. Neither NuSep nor any of their officers, employees, agents and advisers accepts any liability or responsibility in respect of the taxation consequences connected with an investment in the Offer.

10.2. Expenses

The expenses of the Offer payable by NuSep, including fees paid to legal fees, consultancy fees, registry costs, printing and mailing, are estimated to amount to approximately \$130,000.

10.3. Interests of Directors

A full disclosure of the interests of Directors, experts and promoters of and to the Company are set out in the table below.

Directors are not required under the Company's Constitution to hold any Shares. As at the date of this Prospectus, the Directors have relevant interests in securities in the Company as set out in the table below:

Director	Number of Shares	Number of 35¢ Share Options	Registered Holder
Mr John Manusu	1,833,944	687,366	Direct
	508,923	135,349	Mancu Pty Ltd
Dr Hari Nair	1,038,680	416,667	Direct
Mr Iain Howard Sorrell	902,328	479,167	Direct
Mr William Spee	130,721	556,667	Direct
	2,521,109	500,000	Cafalo Pty Ltd

The non-executive Directors are to be paid fees for their services as Directors as determined by the Directors in an amount not exceeding in aggregate a maximum sum that is from time to time approved by resolution of the Company. The current maximum aggregate sum is \$250,000.

The Directors are entitled to be paid or reimbursed for all travelling and other expenses properly incurred by them in attending and returning from Company or Board meetings or otherwise in connection with the business or affairs of the Company. The Directors may also receive remuneration for extra services outside the scope of the ordinary duties of a Director. Two of the Directors have also underwritten this Prospectus. See section 8.1 for more details on the underwriting.

No amounts have been paid or agreed to be paid and no benefit has been given or agreed to be given to any adviser, for services rendered by the advisor in connection with the promotion or formation of NuSep or in connection with the Offer except as disclosed in this Prospectus.

10.4. Consents of named parties

Boardroom Pty Limited has given and has not before lodgement of this Prospectus withdrawn its written consent to be named in this Prospectus as the Company's share registry. Boardroom Pty Limited has not authorised or caused the issue of, and takes no responsibility for, any part of this Prospectus.

11. Directors' Authorisation and Statement

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with sections 716 and 720 of the Corporations Act, each of the Directors have consented in writing to the lodgement of this Prospectus with ASIC and the inclusion of any statements in this Prospectus attributable to them.

J Manusu Executive Chairman on behalf of the Board of the Company

12. Definitions

Applicant means a person who submits an Application Form.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691).

BioSeparation Customers means the researchers and companies that work in the Life Science field (eg any field of science that deals with the organisms of plants, animals and/or human beings) who could buy NuSep's products.

Board means the board of Directors unless the context indicates otherwise.

Bonus Options means the share options to be issued to existing Shareholders as at 12 September 2011. This pro rata issue of bonus share options is subject to Shareholder approval at a General Meeting to be held on Wednesday 31st August 2011.

Bonus Record Date means the record date for the entitlement to the Bonus Options to be offered to all Shareholders.

Business Day means a day other than a Saturday or Sunday on which banks are open for business in Sydney, New South Wales.

Cents or ¢ means Australian cents unless otherwise stated.

CHESS means ASX Clearing House Electronic Subregistry System.

Closing Date means 5.00 p.m. EST on Friday 29th July 2011 (unless extended).

Company or NuSep means NuSep Holdings Ltd (ACN 120 047 556).

Constitution means constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the directors of the Company from time to time.

Director Underwriting Agreement means the underwriting agreement between NuSep, and all the NuSep Directors dated on or about the date of this Prospectus.

Dollars or \$ means Australian dollars unless otherwise stated.

Existing Shareholders means the Shareholders who are underwriting the SPO. Specifically this means Mr T Goh, IE Properties P/L, Nutsville P/L, Mr Andrew Goodall, Balmain Securities P/L & Mr M Chiu.

EST means Eastern Standard Time being the time in Sydney, New South Wales.

Gels means an inert polymer, typically formed of polyacrylamide or agarose. Gels are used as a medium to separate biological samples.

General Meeting or GM means the meeting of Shareholders held on Wednesday 31st August 2011.

IQ Software means the software developed by the US company, BioInquire, which NuSep acquired in April 2010. This software is used by biological researchers to identify biological markers, such as disease markers.

Listing Rules or ASX Listing Rules means the official Listing Rules of ASX.

Marketable Parcel has the meaning given in the Listing Rules.

Offer means the offer of Shares pursuant to this Prospectus.

Offer Period means the period commencing on the Opening Date and ending on the Closing Date.

Official List means the official list of ASX.

Opening Date means Thursday 7th July 2011.

PrIME Technology is the technology basis of the therapeutic plasma separation and SpermSep instrument. PrIME stands for Preparative Isolation by Membrane Electrophoresis.

Quotation means official quotation on ASX.

Shares means one fully paid ordinary share in the capital of the Company.

Shareholder means a holder of Shares as at Wednesday 6th July 2011.

Share Purchase Offer (SPO) means the offer to purchase additional NuSep shares

Share Registry means Boardroom Pty Limited ACN 003 209 836.

SpermSep means a PrIME based device that separates sperm. The SpermSep has been designed as a sperm preparation method for patients undergoing ART (Assisted Reproductive Technology) treatments such as IUI and IVF.

Underwriting Agreement means the underwriting agreement between NuSep, and the Existing Shareholders dated on or about the date of this Prospectus.

Registered Office 324 Burns Bay Road Lane Cove NSW 2066 Telephone: (02) 8415 7300

SHARE PURCHASE OFFER- Application Form

Record Date:	6 July 2011

Close Date: 29 July 2011

SRN/HIN

SHARE PURCHASE OFFER APPLICATION FORM

This personalised form can only be used in relation to the securityholding represented by the SRN or HIN printed above. This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, please consult your financial or other professional adviser.

Pursuant to the terms and conditions of the NuSep Holdings Ltd Prospectus dated 5 July 2011, NuSep Holdings Ltd is offering eligible securityholders the opportunity to purchase Shares up to a maximum value of A\$15,000 per eligible securityholder, subject to a minimum application of A\$1,000. A motion to approve the SPO will be considered by NuSep shareholders on Wednesday 31 August 2011. If this motion is not approved by NuSep shareholders all applications will be refunded.

If you do not wish to purchase additional shares under this offer there is no need to take action.

By making your payment, you agree to be bound by the Constitution of NuSep Holdings Ltd and agree that the submission of this payment constitutes an irrevocable offer by you to NuSep Holdings Ltd to subscribe for Shares on the terms of the SPO on the terms set out in the Prospectus.

METHOD OF ACCEPTANCE

You can apply for Shares and make your payment utilising one of the payment options detailed overleaf. NuSep Holdings Ltd may make determinations in any manner it thinks fit, in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPO offer whether generally or in relation to any participant or application. Any determinations by NuSep Holdings Ltd will be conclusive and binding on all eligible securityholders and other persons to whom the determination relates. NuSep Holdings Ltd reserves the right to waive strict compliance with any provision of the terms and conditions of the SPO offer, to amend or vary those terms and conditions and to suspend or terminate the SPO offer at any time. Any such amendment, variation, suspension or termination will be binding on all eligible securityholders even where NuSep Holdings Ltd does not notify you of that event.

A Offer Choice

Indicate your choice below by marking one box only. You may purchase a minimum of A\$1,000 or a maximum of A\$15,000. NuSep will accept applications on a first come first served basis.

Option 1	Option 2	Option 3	Option 4
A\$1,000 10,000 Shares	A\$5,000 50,000 Shares	A\$10,000 100,000 Shares	A\$15,000 150,000 Shares

B Payment Details

Record cheque details below

Drawer	Cheque Number	BSB Number	Account No.	Amount A\$

PAYMENT INSTRUCTIONS:

Only cheques or bank drafts in Australian dollars and drawn on a bank or financial institution in Australia will be accepted. Your cheque or bank draft must be made payable to "Nusep Holdings Ltd - Offer" and crossed Not Negotiable. Please ensure that you submit the correct amount. Incorrect payments may result in your application being rejected. Payments must be made via cheque accompanying the Application Form.
Payment can be made via BPAY, payment details provided on the reserve of this Application Form.
Cash will not be accepted via the mail or at NuSep and payments cannot be made at a bank.

C Contact Details

Please provide a telephone number and contact name in case we need to contact you regarding your application.

Telephone number	Contact name	Email address

D Declarations and Acknowledgments

By lodging this form with your cheque or by using the BPAY facility you acknowledge and confirm that you have read, understood and agreed to the terms and conditions of the Nusep Holdings Ltd (NuSep) SPO. NuSep may settle in any manner it deems appropriate, any dispute or anomalies which may arise in connection with or by reason of the operation of the SPO, whether generally or in relation to any applicant or application of shares. The decision of NuSep will be conclusive and binding on all persons to whom the determination relates. NuSep reserves the right to waive compliance with any provision of the SPO terms and conditions. The Directors reserve the right to withdraw the offer of shares under the SPO, or reduce the amount of shares that may be subscribed for under the SPO in any manner, at any time prior to allotment. No interest will be paid on any refunded application money.

NO SIGNATURE IS REQUIRED ON THIS FORM THIS OFFER IS NON-RENOUNCEABLE

Application Forms and cheques must be received no later than 5.00 pm (Sydney time) on 29 July 2011 at:

MAILING ADDRESS	DELIVERY ADDRESS
NuSep Holdings Ltd	NuSep Holdings Ltd
PO Box 823	324 Burns Bay Road
Lane Cove, NSW 1595	Lane Cove, NSW 2066
	You should allow sufficient time for this to occur. The postal acceptance rule does not apply to the SPO.

Share Purchas Offer

By completing this Application Form and forwarding it with your payment, you (a) acknowledge that you have read and understood the Terms and Conditions of the Share Purchase Offer (SPO), (b) apply to subscribe for shares in accordance with the Terms and Conditions of the SPO and (c) represent and warrant that you:

were the registered holder of one or more fully paid ordinary Shares in the Company (Shares) at 7.00 pm (Sydney time) on 6 July 2011 with an address in Australia and you do not hold Shares on behalf of another person who resides outside Australia; and
are not in the United States and you are not acting for the account or benefit of any person within the United States in applying for shares under the SPO.

How to complete this Application Form

A. You have the choice to purchase new shares as detailed in the Share Purchase Offer. Indicate the number of shares you wish to purchase by completing the appropriate box.
B. Please enter your cheque (or money order) details in Section B. Cheques or money orders must be drawn on an Australian branch of a financial institution in Australian dollars and made payable to "NuSep Holdings Ltd – Offer" and crossed "Not Negotiable". Enter the total dollar amount of the shares applied for in the box provided.

Biller Code: Ref: «BPayCRN» Telephone & Internet Banking - BPAY® Contact your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au ® Registered to BPAY Ltd ABN 69 079 137 518

To pay via BPAY please contact your participating financial institution
If paying by BPAY you do not need to return the Application Form
If paying by BPAY the amount of your payment received in the account divided by the issue price will be deemed to be the total number of shares you are applying for.

BPAY this payment via Internet or phone banking. If paying by BPAY the amount of your payment received in the account divided by the issue price will be deemed to be the total number of Shares you are applying for.

C. Please enter a contact name and daytime telephone number so we may contact you regarding your Application, if necessary.

Lodgement instructions

The completed Application Form should be forwarded with your payment so it is received by the Company at the address set out on page 1 of this Application Form by 5.00 pm (Sydney time) on 29 July 2011. If you are returning your Application Form by post, you should allow sufficient time for collection and delivery by postal services. The postal acceptance rule does not apply to acceptance of this offer. Your Application Form cannot be faxed to the Company as a cheque (or money order) payment must be attached to your Application Form.

It is not necessary to sign or otherwise execute the Application Form. If you have any questions as to how to complete the Application Form, please contact the Company Secretary at NuSep on telephone number (02) 8415 7300.

Privacy Statement

Personal information collected on this form by NuSep will be used to process your application, to maintain the Company's registers of securityholders, facilitate distribution payments and for other corporate actions and communications. Your personal information may be disclosed to NuSep's related body corporates, to external service companies such as print or mail service providers, or as otherwise permitted by law. If you would like details of your personal information held by NuSep, or you would like to correct information that is inaccurate, incorrect or out of date, please contact NuSep. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the Company in addition to general corporate communications. You may elect not to receive marketing material by contacting NuSep. You can contact NuSep using the details provided on this Application Form or by emailing [email protected].

Please return the Application Form with your cheque or money order so that it is received by NuSep on or before 5pm (Sydney time) on 29 July 2011.