NANOSONICS LIMITED — Capital/Financing Update 2012

May 3, 2012

Appendix 3B New issue announcement

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Nanosonics Limited

ABN

11 095 076 896

We (the entity) give ASX the following information.

Part 1 – All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to be issued

Ordinary fully paid shares

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

29,245,283

• 3 Principal terms of the[+] securities Shares issued for the placement that

• (eg, if options, exercise price and expiry date; if partly paid raised $15,500,000 through the issue of +securities, the amount 29,245,283 new NAN shares at $0.53 per outstanding and due dates for share for additional working capital. payment; if[+] convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state:  the date from which they do;  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment;  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment. 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and+class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	Yes, the shares issued rank equally in every respect with, and are included with, quoted ordinary shares (ASX code NAN) – see note 8 below.	Yes, the shares issued rank equally in every respect with, and are included with, quoted ordinary shares (ASX code NAN) – see note 8 below.
	The issue of 29,245,283 new NAN shares at $0.53 per share, which raised $15,500,000.
	To raise additional working capital.
	By 11 May 2012
	Number	+Class
	259,931,068	Ordinary (NAN)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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9 Number and+class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	0	ASX Code NANAC – Unquoted General Options, with exercise price of A$0.30, expiringon 19November 2012.
	60,000	ASX Code NANAD – Unquoted Employee Options, with exercise price of A$0.30, expiringon 19November 2012.
	538,450	ASX Code NANAF – Unquoted Employee Options, with exercise price of A$0.345, expiring on 26 June 2013.
	34,000	ASX Code NANAG – Unquoted General Options, with exercise price of A$0.345, expiringon 26 June 2013.
	48,550	ASX Code NANAH – Unquoted General Options, with exercise price of A$0.345, expiring on 26 June 2013.
	50,000	ASX Code NANAJ – Unquoted General Options, with exercise price of A$0.55, expiringon 5 January2014.
	700,000	ASX Code NANAL – Unquoted Employee Options, with exercise price of A$0.556, expiring on 19 July 2014.
	100,000	ASX Code NANAM – Unquoted General Options, with exercise price of A$0.784, expiring on 1 October 2014.
	30,000	ASX Code NANAN – Unquoted Employee Options, with exercise price of A$0.918 expiringon 23February2015.
	1,400,000	ASX Code NANAO – Unquoted Employee Options, with exercise price of A$0.85,expiringon 28 April 2016.
	195,000	ASX Code NANAP – Unquoted Employee Options, with exercise price of A$0.5320,expiringon 21 November 2015.
	318,057	ASX Code NANAQ – Unquoted Employee Options, with exercise price of A$0.00,expiringon 1 October 2012.
	319,080	Proposed Code NANAR – Unquoted Employee Options, with exercise price of A$0.00 expiringon 1 April 2013.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

Not Applicable

Part 2 – Bonus issue or pro rata issue

Questions 11 to 33

Not Applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities

• ( tick one )

• (a) Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities.

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35[If the +securities are +equity securities, the names of the 20 largest holders ] of the additional[+] securities, and the number and percentage of additional +securities held by those holders

• 36[If the +securities are +equity securities, a distribution schedule of the ] additional[+] securities setting out the number of holders in the categories 1 - 1,000

1,001 - 5,000

5,001 - 10,000 10,001 - 100,000 100,001 and over

37[A copy of any trust deed for the additional ][+][securities ]

Entities that have ticked box 34(b)

Questions 38 to 42

Not Applicable

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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Quotation agreement

• 1 Quotation of our additional securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ....................................................................... (Company Secretary)

Date: 4 May 2012

Print name: McGregor Grant

Company Secretary

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• See chapter 19 for defined terms.

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