MEMPHASYS LIMITED. — Capital/Financing Update 2014

Jun 4, 2014

5 June 2014

==> picture [196 x 96] intentionally omitted <==

ASX Release

Payment Renegotiation for Singapore Plasma Processing Facility

NuSep Holdings Limited (ASX: NSP) has renegotiated the payment terms for the cGMP facility in Singapore. The facility is required for producing human grade pharmaceutical products and will be used by NuSep’s subsidiary, PrIME Biologics Pte Ltd (“PrIME”), to produce valuable protein products, including albumin and immunoglobulins, from blood plasma fractionation.

As previously advised, the facility was originally to be paid for by granting the sellers, A-Bio Pharma Pte Ltd (A-Bio), a 10% shareholding in PrIME. The payment has now been changed to a debt, repayable by NuSep in approximately 2 years’ time. The facility has been independently valued in excess of SGD$9m.

Key terms of the debt facility are as follows:

• Principal amount: SGD$4.034m

• Interest: 5% pa, accruing annually

• Repayment: 4 tranches, from March 2016

By agreeing to repay the debt under the revised terms, NuSep’s share of PrIME is maximised. It is currently valued at SGD$27m, as previously advised in NuSep’s ASX release of 9 May 2014.

Guarantee by Non-executive Director, Andrew Goodall, for debt repayment

Non-executive Director, Mr Andrew Goodall, has offered to guarantee the debt. Final documentation clarifying the terms and conditions of this guarantee is expected to be finalised within seven days.

Key terms of the offer, which will be subject to shareholder approval, are as follows:

• Guarantee Fee: 3.5% of the debt, with ability to be converted to equity

• The obligations of Mr Goodall under the guarantee are to be secured by a Share Charge over up to 20% of the shares held by NuSep in PrIME

• Mr Goodall is to be issued a Converting Note by NuSep. He is also to be granted a Call Option by NuSep with respect to up to 20% of the equity in PrIME held by NuSep

• Should the guarantee be called upon, Mr Goodall can either convert the amounts paid by him under the guarantee to equity pursuant to the Converting Note, subject to shareholder approval at the time of conversion, or exercise his Call Option

Contact Details Email info@nusep.com Telephone +61 2 8415 7300 Web www.nusep.com Facsimile +61 2 8415 7399 ABN 33 120 047 556

NuSep Holdings Ltd 30 Richmond Rd Homebush NSW 2140

Postal Address P.O. Box 2202 Homebush West NSW 2140

– 2 –

Guarantee by PrIME Biologics Ptd Ltd

PrIME has also agreed, as a condition to NuSep assuming the obligations under the Debt Repayment Agreement, to provide A-Bio with a guarantee in respect of NuSep's obligations to repay the debt

For further information please contact:

Alison Coutts Executive Chairman +61 2 8415 7300 alison.coutts@nusep.com

Email info@nusep.com Web www.nusep.com ABN 33 120 047 556

NuSep Holdings Ltd 30 Richmond Rd Homebush NSW 2140

Postal Address P.O. Box 2202 Homebush West NSW 2140

Contact Details Telephone +61 2 8415 7300 Facsimile +61 2 8415 7399