Announcement PDF 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 Name of entity INVION LIMITED ABN 76 094 730 417 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 Fully paid ordinary shares be issued 2 Number of +securities issued or to be issued (if known) or maximum number which may be issued 10,000,000 fully paid ordinary shares issued pursuant to the Share Purchase and Convertible Security Agreement (SPCSA) with The Australian Special Opportunity Fund announced 10 November 2014. 3 Principal terms of the +securities (eg, 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) Fully paid ordinary shares + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 1 4 Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities? Yes 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 Deemed issue price of $0.040 which is 90% of the average of 5 daily VWAPs of Invion shares as chosen by the investor in accordance with the SPCSA. 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Pursuant to Share Purchase and Convertible Security Agreement (SPCSA) with The Australian Special Opportunity Fund, LP (ASOF) announced on 10 November 2014. Funds raised will be used for working capital purposes. 6a Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A? Yes 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 21 November 2014 6c Number of +securities issued without security holder approval under rule 7.1 10,000,000 6d Number of +securities issued with security holder approval under rule 7.1A 0 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) Not applicable to this Appendix 3B 6f Number of securities issued under an exception in rule 7.2 Not applicable to this Appendix 3B 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. Not applicable to this Appendix 3B 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 Not applicable to this Appendix 3B 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 Capacity under LR 7.1 is 34,722,321 Dates of entering +securities into uncertificated holdings or despatch of certificates 21 January 2015 7 8 +class Capacity under LR 7.1A is 52,458,650 Number all 564,074,967 Number and of +securities quoted on ASX (including the securities in section 2 if applicable) +Class Fully paid Ordinary Shares + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 3 9 10 +class Number all 1,700,000 Number and of +securities not quoted on ASX (including the securities in section 2 if applicable) Dividend policy (in the case of a +Class Share Options exercisable at $0.517 each on or before 16 May 2015 (IVXAL) 16,875,000 Share Options exercisable at $0.09 each on or before 9 November 2017 (IVXAI) 10,525,000 Share Options exercisable at $0.10 each on or before 9 November 2017 (IVXAK) 23,800,000 Share Options exercisable at $0.12 each on or before 9 November 2018 (IVXAM) 3,500,000 Share Options exercisable at $0.0721 each on or before 11 November 2017 (IVXAN) 3,500,000 Share Options exercisable at $0.0721 each on or before 22 November 2017 (IVXAO) 1 Convertible Security which, assuming conversion at the market price for shares on 10 November 2014 ($0.058), would convert to a maximum of 18,275,862 fully paid ordinary shares (IVXAP) Not applicable trust, distribution policy) on the increased capital (interests) Part 2 - Bonus issue or pro rata issue 11 Is security required? holder approval Not applicable to this Appendix 3B 12 Is the issue renounceable or nonrenounceable? Not applicable to this Appendix 3B 13 Ratio in which the will be offered +securities Not applicable to this Appendix 3B 14 +Class of +securities to which the Not applicable to this Appendix 3B offer relates 15 +Record determine Not applicable to this Appendix 3B 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? Not applicable to this Appendix 3B 17 Policy for deciding entitlements in relation to fractions Not applicable to this Appendix 3B 18 Names of countries in which the entity has +security holders who will not be sent new issue documents Not applicable to this Appendix 3B date entitlements to Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt acceptances or renunciations of 20 Names of any underwriters Not applicable to this Appendix 3B 21 Amount of any underwriting fee or commission Not applicable to this Appendix 3B Not applicable to this Appendix 3B + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 5 22 Names of any brokers to the issue Not applicable to this Appendix 3B 23 Fee or commission payable to the broker to the issue Not applicable to this Appendix 3B 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders Not applicable to this Appendix 3B 25 If the issue is contingent on +security holders’ approval, the date of the meeting Not applicable to this Appendix 3B 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled Not applicable to this Appendix 3B 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 Not applicable to this Appendix 3B 28 Date rights trading will begin (if applicable) Not applicable to this Appendix 3B 29 Date rights trading will end (if applicable) Not applicable to this Appendix 3B 30 How do +security holders sell their entitlements in full through a broker? Not applicable to this Appendix 3B 31 How do +security holders sell part of their entitlements through a broker and accept for the balance? Not applicable to this Appendix 3B 32 How do +security holders dispose of their entitlements (except by sale through a broker)? Not applicable to this Appendix 3B 33 +Despatch date Not applicable to this Appendix 3B 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)  (b) Securities described in Part 1 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) – Not applicable Additional securities forming a new class of securities Tick to indicate you are providing the information or documents 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 + 35 + + + held by those holders If the securities are equity securities, a distribution schedule of the additional  securities setting out the number of holders in the categories + 36 + + 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over A copy of any trust deed for the additional securities  + 37 Entities that have ticked box 34(b) - Not applicable 38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 7 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 42 +Class +class Number and of all +securities quoted on ASX (including the securities in clause 38) 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: Print name: Date: 21 January 2015 (Director/Company Secretary) Melanie Farris == == == == == + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 9 Appendix 3B – Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities Introduced 01/08/12 Part 1 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 date of issue or agreement to issue 462,709,792 Add the following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 11,848,977 - shares issued under the Rights Issue on 28 March 2014 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval 66,666,671 – shares issued under a placement to institutional and sophisticated investors, dated 21 February 2014. • 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 0 “A” 541,225,440 Step 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 81,183,816 Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used st Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: 3,500,000 – 1 commitment share options issued to The Australian Special Opportunity Fund (ASOF) • Under an exception in rule 7.2 • Under rule 7.1A 3,500,000 – 2 commitment share options issued to ASOF • 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” nd 1,663,894 – 2 to ASOF nd commitment shares issued 3,000,000 – collateral shares issued to ASOF 18,275,862 – shares to be issued on full conversion of Convertible Security of converted at market price for Invion shares on 10 November 2014, issued under the SPCSA with ASOF 6,521,739 – tranche shares issued to ASOF 10,000,000 – tranche shares issued to ASOF (the subject of this Appendix 3B) 46,461,495 Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 81,183,816 Note: number must be same as shown in Step 2 Subtract “C” 46,461,495 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 34,722,321 [Note: this is the remaining placement capacity under rule 7.1] + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 11 Part 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” 541,225,440 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 54,122,544 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A st 1,663,894 – 1 commitment shares issued to ASOF 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” 1,663,894 Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 54,122,544 Note: number must be same as shown in Step 2 Subtract “E” 1,663,894 Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” 52,458,650 Note: this is the remaining placement capacity under rule 7.1A + See chapter 19 for defined terms. 01/08/2012 Appendix 3B Page 13