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MEMPHASYS LIMITED. Capital/Financing Update 2015

Jan 5, 2015

65314_rns_2015-01-05_f6750c30-966f-4d08-bd9c-74f1d7b66871.pdf

Capital/Financing Update

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ASX Release

NEW LOAN ARRANGEMENTS

Sydney, Australia, 6 January 2015

NuSep Holdings Limited (ASX:NSP) is pleased to advise that it has paid out the loan from Mr. John Manusu in full and has accepted a new loan in its place from Mr. Mark Gell, a non-executive director of the Company, for the equivalent amount and under the same terms. The new loan is for $89,329.69 and has a fixed interest rate of 12%.

The new funds from Mr. Gell were received on 24 December 2014 and Mr. Manusu’s loan was paid out in full on 5 January 2015.

Subject to future Shareholder approval, Mr. Gell would like to convert his loan to a Convertible Note, with the same terms that were offered to Mr. Manusu at the 19 December 2014 AGM, the key terms of which are as follows:

Term : 3 years

Commencement Date : 24 December 2014

Expiry conversion : At expiry the remaining balance of the note will be converted at the conversion price to fully paid ordinary shares.

Conversion price : 6.45 cents per share, which is a 10% discount to the 5 day VWAP before 29/9/2014 and the same price as the Andrew Goodall Convertible Note which was approved at the 19 December 2014 AGM. The offer to replace Mr. Manusu’s loan with a Convertible Note was made by Mr. Gell several weeks prior to the 19 December AGM but was subject to the approval of resolutions 14a, b, c and d and 15a at the AGM.

Interest rate: Fixed, at 12%

Interest payments : All interest will be converted into fully paid ordinary shares at the conversion price on 1 April and 1 October each year.

Repayment right : NuSep will have the right to repay the Convertible Note at any time throughout the term.

For further information please contact:

Alison Coutts Executive Chairman +61 2 8415 7300 [email protected]

Email [email protected] 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