Opthea Ltd — Capital/Financing Update 2014

Nov 11, 2014

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Circadian Technologies Limited

ABN

32 006 340 567

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 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary fully paid shares and quoted options.
	29,179,982 quoted ordinary shares and options.
	1. 19,453,313 ordinary shares under a two for five entitlement issue; and 2. 9,726,669 options to purchase ordinary shares at an exercise price of $0.27 exercisable by 25 November 2018.

• See chapter 19 for defined terms.

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4 Do the+securities rank equally in all respects from the+issue date 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) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Yes, the shares (and the shares issued on exercise of the options) will rank equally in all respects from the issue date.
	$0.175 per share and nil consideration for the options
	Development of the company’s asset OPT- 302 to the completion of Phase I and IIa clinical trials. (Refer to ASX announcement dated 6 October 2014 for further details).
	Not applicable
	Not applicable
	Not applicable
	Not applicable

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Not applicable	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	1. 19,453,313 ordinary shares under a two for five entitlement issue – issue date on 12 November 2014; and 2. 9,726,669 options under the entitlement issue: issue date on 12 November 2014.
	Number	+Class
	74,943,471 9,726,669	Ordinary Quoted options

• See chapter 19 for defined terms.

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Number +Class 9 Number and +class of all Not applicable Not applicable +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a The ability of the Company to offer dividends trust, distribution policy) on the (if any) is contingent on it making taxable increased capital (interests) profits. The determination of any dividend payable is at the absolute discretion of the Directors.

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.	No
	Non-renounceable
	Two for every five existing ordinary shares held
	Ordinary shares
	15 October 2014
	Not applicable
	Rounded up to the next whole number
	All countries outside Australia and New Zealand

19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	31 October 2014
	Bell Potter Securities Limited
	3.5% of amounts raised under the entitlement offer
	Not Applicable
	Not Applicable
	Not Applicable
	Not applicable
	17 October 2014
	Not Applicable
	3 November 2014
	10 November 2014
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

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• 32 How do security holders dispose Not applicable of their entitlements (except by sale through a broker)?

• 33 +Issue date 12 November 2014

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 setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 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)

38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date 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 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (_including_the+securities in clause 38)	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Number	+Class
	Not applicable	Not applicable

• See chapter 19 for defined terms.

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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 is not available now, we 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.

12 November 2014 Sign here: ............................................................ Date: ......................... (Company secretary)

Mike Tonroe Print name: .........................................................

== == == == ==

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

==> picture [403 x 440] intentionally omitted <==

----- Start of picture text -----

Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
Insert number of fully paid [+] ordinary
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary
securities issued in that 12 month
period under an exception in rule 7.2
• Number of fully paid [+] ordinary
securities issued in that 12 month
period with shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid
+ ordinary securities cancelled during that
12 month period
“A”
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 9

04/03/2013 ME_116464776_2 (W2007)

Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2
Subtract“C” Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	[Note: this is the remaining placement capacity under rule 7.1]

“C”	“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining
placement capacity under rule 7.1
“A” x 0.15
Note: number must be same as shown in
Step 2
Subtract“C”
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	[Note: this is the remaining placement
	capacity under rule 7.1]

Part 2

art 2	art 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10
Step 3: Calculate “E”, the amount 7.1A that has already been used	of placement capacity under rule
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items
“E”

• See chapter 19 for defined terms.

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04/03/2013 ME_116464776_2 (W2007)

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

“A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

  CLASS: FP /ORDINARY FULLY PAID SHARES
 NAME AND ADDRESS                                           UNITS       % I/C      RANK
                BNP PARIBAS NOMS PTY LTD                                 13,486,971    18.00         1
                <DRP>
                CITICORP NOMINEES PTY LIMITED                             9,747,362    13.01         2
                HSBC CUSTODY NOMINEES                                     7,904,998    10.55         3
                (AUSTRALIA) LIMITED
                LUDWIG INSTITUTE FOR CANCER                               3,122,090     4.17         4
                RESEARCH LTD
                HSBC CUSTODY NOMINEES                                     2,109,187     2.81         5
                (AUSTRALIA) LIMITED-GSCO ECA
                CAPITAL MACQUARIE PTY LIMITED                             1,928,304     2.57         6
                J P MORGAN NOMINEES AUSTRALIA                             1,924,479     2.57         7
                LIMITED
                4 EYES LIMITED                                            1,643,550     2.19         8
                <WORSLEY FAMILY A/C>
                CHEMICAL TRUSTEE LIMITED                                  1,158,108     1.55         9
                TRADERS MACQUARIE PTY LIMITED                               907,161     1.21        10
                NATIONAL NOMINEES LIMITED                                   762,732     1.02        11
                JFF STEVEN PTY LTD                                          714,867     0.95        12
                DR CHOON-JOO KHO                                            686,000     0.92        13
                PHILADELPHIA INVESTMENTS                                    653,859     0.87        14
                PTY LTD
                PRIMDONN NOMINEES PTY LIMITED                               650,000     0.87        15
                <PRIMDONN SECURITIES SF AC>
                PHILADELPHIA INVESTMENTS PTY                                509,385     0.68        16
                LTD
                ABN AMRO CLEARING SYDNEY                                    505,914     0.68        17
                NOMINEES PTY LTD
                <CUSTODIAN A/C>
                MR DAVID JOHN MASSEY                                        493,822     0.66        18
                <THE D J MASSEY SUPER A/C>
                MR ROBERT JOHN KLUPACS                                      480,453     0.64        19
                FORSYTH BARR CUSTODIANS LTD                                 406,507     0.54        20
                <FORSYTH BARR LTD-NOMINEE A/C>
                ***  REPORT  TOTAL  ***                                  49,795,749    66.44
                ***    REMAINDER   ***                                   25,147,722    33.56
                                                                     -----------------------
                ***  GRAND  TOTAL  ***                                   74,943,471   100.00
                                                                     =======================

  CLASS: OPT/LIST OPT EXP 25/11/18 @ $0.27
 NAME AND ADDRESS                                           UNITS       % I/C      RANK
                CITICORP NOMINEES PTY LIMITED                             2,657,755    27.32         1
                BNP PARIBAS NOMS PTY LTD                                  2,416,029    24.84         2
                <DRP>
                J P MORGAN NOMINEES AUSTRALIA                               942,083     9.69         3
                LIMITED
                CAPITAL MACQUARIE PTY LIMITED                               275,472     2.83         4
                4 EYES LIMITED                                              234,793     2.41         5
                <WORSLEY FAMILY A/C>
                CAPITA TRUSTEES LIMITED                                     187,517     1.93         6
                <MK PENSION PLAN-473278 A/C>
                PHILADELPHIA INVESTMENTS                                    186,405     1.92         7
                PTY LTD
                PHILADELPHIA INVESTMENTS PTY                                145,218     1.49         8
                LTD
                ABN AMRO CLEARING SYDNEY                                    143,000     1.47         9
                NOMINEES PTY LTD
                <CUSTODIAN A/C>
                TRADERS MACQUARIE PTY LIMITED                               129,595     1.33        10
                HSBC CUSTODY NOMINEES                                       128,972     1.33        11
                (AUSTRALIA) LIMITED
                M F M PROPERTIES PTY LIMITED                                112,510     1.16        12
                PHILADELPHIA INVESTMENTS PTY                                110,509     1.14        13
                LTD
                MR SIMON ROBERT EVANS                                        98,446     1.01        14
                ACCBELL NOMINEES PTY LTD                                     93,759     0.96        15
                MR IAN CHARLES DUNCAN &                                      72,860     0.75        16
                MRS ERICA ANN DUNCAN
                MR DAVID JOHN MASSEY                                         70,546     0.73        17
                <THE D J MASSEY SUPER A/C>
                DR MARC GREGORY ACHEN                                        66,000     0.68        18
                MR MICHAEL RICHARD TARANT                                    48,000     0.49        19
                <TARANT SUPER FUND A/C>
                MR GRAHAM COURTNEY CHARLES                                   47,500     0.49        20
                EDEN
                ***  REPORT  TOTAL  ***                                   8,166,969    83.96
                ***    REMAINDER   ***                                    1,559,700    16.04
                                                                     -----------------------
                ***  GRAND  TOTAL  ***                                    9,726,669   100.00
                                                                     =======================

                       1        1001        5001       10001      100001                                       * TOTAL *
                      to          to          to          to          to
                    1000        5000       10000      100000       (MAX)
FP                 /ORDINARY FULLY PAID SHARES
   Holders
      Issuer         145         348          96          73          18                                             680
      Chess          322         754         254         336          38                                            1704
      Total          467        1102         350         409          56                                            2384
   Units
      Issuer      127025      900362      730881     1927715    10772359                                        14458342
      Chess       261545     2039368     1984745    10238881    45960590                                        60485129
      Total       388570     2939730     2715626    12166596    56732949                                        74943471
TOTAL HOLDERS FOR CLASSES SELECTED                                                        2384
TOTAL UNITS    "    "         "                                                       74943471

                       1        1001        5001       10001      100001                                       * TOTAL *
                      to          to          to          to          to
                    1000        5000       10000      100000       (MAX)
OPT                /LIST OPT EXP 25/11/18 @ $0.27
   Holders
      Issuer          59          25          11           4           5                                             104
      Chess          176         111          45          36           8                                             376
      Total          235         136          56          40          13                                             480
   Units
      Issuer       29645       60467       75518      104034      847199                                         1116863
      Chess        86545      295835      324528     1080239     6822659                                         8609806
      Total       116190      356302      400046     1184273     7669858                                         9726669
TOTAL HOLDERS FOR CLASSES SELECTED                                                         480
TOTAL UNITS    "    "         "                                                        9726669