MEMPHASYS LIMITED. — Director's Dealing 2016

Apr 18, 2016

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity	NUSEP HOLDINGS LIMITED
ABN	33 120 047 556

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Robert Farrer Gilmour
Date of appointment	12 April 2016

Part 1 - Director’s relevant interests in securities of which the director is the registered holder In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

Nil

• See chapter 19 for defined terms.

Appendix 3X Page 1

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest. Syrah Trust Ltd (a New Zealand trust entity). Dr. Gilmour is a beneficiary of Syrah Trust Ltd.	Number & class of Securities 9,500,000 fully paid Ordinary Shares 7,000,000 unlisted Options $0.016 expiring 30 November 2016

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	Under an agreement entered into between the Company and Dr. Robert Gilmour (the “Consultant”) in December 2015, the Consultant has agreed to provide advisory services to the Company for a term of 2 years (unless terminated earlier by either party giving not less than 60 days notice to the other) in consideration for the payment of cash fees and, subject to Shareholder approval, the issue to the Consultant (or his nominee) of 20 million unquoted Options exercisable at $0.02 each on or before the third anniversary of their issue date (“Consultant Options”)
Nature of interest	If approved by Shareholders, the Consultant Options
Name of registered holder (if issued securities)	If approved by Shareholders, the 20,000,000 Consultant Options may be issued to Dr. Robert Gilmour or his nominee
No. and class of securities to which interest relates	If approved by Shareholders, 20,000,000 Consultant Options. The Consultant Options will convert to Fully Paid Ordinary Shares upon the payment of the exercise price of $0.02 each on or before the third anniversaryof their issue date.

• See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002