NANOSONICS LIMITED — Share Issue/Capital Change 2012

Jul 19, 2012

==> picture [211 x 61] intentionally omitted <==

20 July 2012

Company Announcements Office ASX Limited

ISSUE OF SHARES AND LAPSE OF OPTIONS

Nanosonics Limited (ASX Code: NAN) advises that 718,196 shares have been issued to raise a total of $380,644 under the Share Purchase Plan that was announced on 16 May 2012 and closed on 16 July 2012. In addition 14,166 Options (NANAQ) under the Nanosonics Employee Share Option Plan have lapsed. There remain 3,744,103 unlisted Options on issue. These movements in options are detailed in the attached Appendix 3B.

Notice under Section 708A(5)(e)

Nanosonics (the Company) advises that, on 20 July 2012, the Company issued 718,196 ordinary shares in respect of share options exercised as described above.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

• a) the Company issued the Securities without disclosure to investors under Part 6D.2 of the Act;

• b) as at 20 July 2012 the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

• c) as at 20 July 2012 there is no information:

• i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

  • A) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

  • B) the rights and liabilities attaching to the Securities.

Nanosonics Limited

==> picture [119 x 55] intentionally omitted <==

McGregor Grant

Company Secretary

Nanosonics Limited ABN 11 095 076 896 Unit 24 566 Gardeners Road Alexandria NSW 2015 Australia Tel: +61 2 8063 1600 Fax: +61 2 9317 5010 Email: info@nanosonics.com.au w: www.nanosonics.com.au

==> picture [127 x 40] intentionally omitted <==

Appendix 3B New issue announcement

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 718,196 known) or maximum number which may be issued

• 3 Principal terms of the +securities (eg, if options, Ordinary fully paid shares issued under the Share Purchase exercise price and expiry Plan at $0.53. date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

1743237‐v1\SYDDMS\AUSBSC

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

==> picture [127 x 40] intentionally omitted <==

4 Do the +securities rank equally in all respects from Yes, the shares rank equally with other ordinary fully paid the date of allotment with shares in the Company and are included with quoted an existing[+] class of quoted ordinary shares (ASX: NAN). +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 The issue of 718,196 new NAN shares at $0.53, which consideration raised $380,644. 6 Purpose of the issue To raise additional working capital. (If issued as consideration for the acquisition of assets, clearly identify those assets)

• 7 Dates of entering[+] securities into 20 July 2012 uncertificated holdings or despatch of certificates

• Number +Class

• 8 Number and +class of all +securities quoted on ASX 260,701,114 Ordinary shares (NAN) ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 2

==> picture [127 x 40] intentionally omitted <==

Appendix 3B New issue announcement

Number	+Class	n n
45,000	ASX Code NANAD – Unquoted Employee Options, with exercise price of A$0.30, expiri on 19November 2012.
501,600	ASX Code NANAF – Unquoted Employee Options, with exercise price of A$0.345, expiring on 26 June2013.
34,000	ASX Code NANAG – Unquoted General Options, with exercise price of A$0.345, expiring on 26 June2013.
48,550	ASX Code NANAH – Unquoted General Options, with exercise price of A$0.345, expiring on 26 June2013.
50,000	ASX Code NANAJ – Unquoted General Options, with exercise price of A$0.55, expiri on5 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 1October 2014.
30,000	ASX Code NANAN – Unquoted Employee Options, with exercise price of A$0.918 expiring on 23February2015.
1,400,000	ASX Code NANAO – Unquoted Employee Options, with exercise price of A$0.85 expiring on 28April 2016.
195,000	ASX Code NANAP – Unquoted Employee Options, with exercise price of A$0.5320 expiring on 21 November 2015.
303,891	NANAQ – Unquoted Employee Options, with exercise price of A$0.00 expiring on 1 Oct2012
315,757	NANAR – Unquoted Employee Options, with exercise price of A$0.00 expiring on 1 April 2013
20,305	NANAS – Unquoted Employee Options, with exercise price of A$0.00 expiring on 1 April 2015
1	NANAT - 6% Tranche A Convertible Note with a face value of $4,000,000 maturing on 28 June2016
1	NANAU - 6% Tranche B Convertible Note with a face value of $3,500,000 maturing on 28 June2016

1743237‐v1\SYDDMS\AUSBSC

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

==> picture [127 x 40] intentionally omitted <==

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

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 4

Appendix 3B New issue announcement

==> picture [127 x 40] intentionally omitted <==

Entities that have ticked box 34(b)

Questions 38 to 42

Not Applicable

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 true and complete.

Sign here: ............................................................ Date: 20 July 2012 (Company secretary)

Print name: McGregor Grant

Company Secretary

== == == == == == == == == ==

• See chapter 19 for defined terms.

1743237‐v1\SYDDMS\AUSBSC

24/10/2005 Appendix 3B Page 5