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PYC THERAPEUTICS LIMITED Capital/Financing Update 2011

Mar 31, 2011

65640_rns_2011-03-31_2db76be0-17a8-4f7f-b79b-eb6bda95a37d.pdf

Capital/Financing Update

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==> picture [310 x 114] intentionally omitted <==

1 April 2011

The Company Announcements Platform ASX Ltd Sydney NSW 2000

Appendix 3B - 1[st] Tranche Capital Raising (part)

The attached Appendix 3B represents part of the 1[st] Tranche of the capital raising announced on 25 March 2011comprising the shares and options issued for the funds received to date.

The remaining shares and options to be issued for the balance of the 1[st] Tranche of the capital raising will be completed as soon as the remaining institutional funds are received.

The attached Appendix 3B includes the application for listing of the new options being issued under the 1[st] Tranche of the capital raising and the top 20 options holders and spread of holders of the new options is included.

The attached Appendix 3B replaces the Appendix 3B lodged on 25 March 2011 for the issue of 28m shares and 14m options for the 1[st] tranche of the capital raising announced on 25 March 2011, a further Appendix 3B for the balance of the 28m shares and 14m options will be issued as soon as possible.

Regards

Greg Macmillan Company Secretary

PO Box 8207, Subiaco East, Western Australia 6008 Level 22 Allendale Square, 77 St Georges Tce, Perth, Western Australia 6000 Tel: +61 8 93828888 Fax: +61 8 93258088 www.phylogica.com ABN 48 098 391 961

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

PHYLOGICA LIMITED

ABN

48 098 391 961

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 Ordinary Shares and Unquoted Options be issued 2 Number of[+] securities issued or to 22,576,272 Ordinary shares be issued (if known) or maximum 11,288,140 Options number which may be issued

3 Principal terms of the[+] securities Ordinary Shares: issued fully paid at 5.9 (eg, if options, exercise price and cents per share, Options issued for free. expiry 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.

24/10/2005

Appendix 3B Page 1

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in Shares rank equally with existing ordinary all respects from the date of shares. allotment with an existing[+] class of quoted[+] securities? Options exercisable at $0.09 on or before 30 June 2016.

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 Shares: issue price 5.9 cents per share and nil per option 6 Purpose of the issue Enhance the Company’s drug discovery (If issued as consideration for the platform, including the purchase of new acquisition of assets, clearly capital equipment, and to support identify those assets) operational activities

7 Dates of entering[+] securities into 1 April 2011 uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all 306,138,024 Ordinary Shares +securities quoted on ASX 47,150,353 Options exercisable ( including the securities in at $0.15 on or clause 2 if applicable) before 31 Aug 2011 11,288,140 Options exercisable at $0.09 on or before 30 Jun 2016

  • See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
clause 2 if applicable)
Number +Class
400,000
9,856,164
7,237,500
2,500,000
2,500,000
1,340,000
Options 31/07/11 $0.25
Options 31/03/12 $0.075
Options 31/03/13 $0.075
Class B Options 31/03/12
$0.075
Class B Options 31/03/12 $0.10
Convertible notes 30/04/11

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

No dividend policy has been established

Part 2 ­ Bonus issue or 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 issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19 Closing
date
for
receipt
of
acceptances or renunciations
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 3

Appendix 3B New issue announcement

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 prospectus or Product
Disclosure Statement 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?
32 How do+security holders dispose
of their entitlements (except by
sale through a broker)?
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

  • 33 +Despatch date

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

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

  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 5

Appendix 3B New issue announcement

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 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
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)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

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:

==> picture [178 x 43] intentionally omitted <==

Date: 1 April 2011

Print name: Greg MacMillan Company Secretary

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 7

PHYLOGICA LIMITED Spread & Top 20 Listing
Date - 1/04/2011 Time - 6.56.33 Date - 1/04/2011 Time - 6.56.33
PHYLOGICA LIMITED OPTIONS EXPIRING 30/06/16 @ $0.09 User - TENEILLE SRSPTP
Page - 1 *- Current Status -* *- As at: 0/00/00 -*
Holder name
Designation
Units
% of issued Units
% of issued
1 CITICORP NOM PL 2,711,864 24.02%
2 AUST HERITAGE GRP PL AUST HERITAGE A/C 1,355,932 12.01%
3 YELLOWROCK PL 1,035,932 9.18%
4 FITEL NOM LTD 474,576 4.20%
5 SCINTILLA STRATEGIC INV L 406,712 3.60%
6 GEORGES HEIGHTS PL GEORGES HEIGHTS UN 332,674 2.95%
7 MAINVIEW HLDGS PL 320,000 2.83%
8 POOL KLAAS + HEATHER J 271,186 2.40%
9 CADEX PETROLEUM PL 228,388 2.02%
10 GIDDY SYBIL MARIE SYDNEY DENNIS GIDD 200,441 1.78%
11 HEADLAND CAP PL 163,625 1.45%
12 THICK PHILIP ANDREW 139,900 1.24%
13 SEQUOI NOM PL SEQUOI A/C 139,082 1.23%
14 PLATO PROSPECTING PL 130,900 1.16%
15 LORILAW PL WINDSOR HOTEL A/C 130,573 1.16%
16 GREENBELL ENTPS PL MCKENNA S/F A/C 106,357 .94%
17 EMSLIE NIGEL PAUL S 93,266 .83%
18 BLAIR SIMON DAVID 83,449 .74%
19 LONDON WALL INV PL JENKINS FAM A/C 83,449 .74%
20 789 PL 83,199 .74%
_____________ _______ ___________ _______
*** Top 20 total *** 8,491,505
75.22% %
** All holders included * - Denotes merged holder




























PHYLOGICA LIMITED
PHYLOGICA LIMITED OPTIONS EXPIRING 30/06/16 @ $0.09
Page - 2
Spread of holdings
Holders

NIL holding
1 - 1,000
1,001 - 5,000 1
5,001 - 10,000 10
10,001 - 100,000 87
100,001 - 16
_______ ___
Total on register 114
_______ ___
Total overseas holders 1
Analysis by location
Overseas 1
Australia :
ACT 0
NSW 21
VIC 23
QLD 59
SA 3
WA 7
TAS 0
NT 0
Address unknown 0
_______ ___
114
_______ __


Securities


1,309
77,110
3,061,579
8,148,142
__________
11,288,140
__________
474,576
474,576

1,139,416
4,553,778
2,791,423
19,373
2,309,574



__________
11,288,140
___________
Spread Analysis Listing
Date - 1/04/2011 Time - 6.56.33
User - TENEILLE SRSPTP
% of issued capital
.00 %
.01 %
.68 %
27.12 %
72.18 %
________
100.00 %
________
4.20 %
4.20 %
.00 %
10.09 %
40.34 %
24.73 %
.17 %
20.46 %
.00 %
.00 %
.00 %
________
100.00 %
________























  ** ALL holders included                  ***  Common holders merged into one holding