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13 February 2013

The Manager

Company Announcements Office

ASX Limited

20 Bridge Street

SYDNEY NSW 2000

Dear Sir

Notice under Section 708A of the Corporations Act

On 13 February 2013 Novogen Ltd (ASX: NRT) issued a total of 13,600,000 fully paid

ordinary shares (Shares).

NRT hereby gives notice under section 708A(5)(e) of the Corporations Act (Act) that:

NRT issued the Shares without disclosure under Part 6D.2 of the Corporations Act;

As at the date of this notice NRT has complied with:

(a)

the provisions of Chapter 2M of the Act as they apply to NRT; and

(b)

section 674 of the Act; and

As at the date of this notice there is no excluded information to be provided in

accordance with section 708A(7) and (8) of the Act.

Yours sincerely

Andrew Bursill

Company Secretary

Novogen Ltd

About Novogen

Novogen Ltd is a public Australian biotechnology company whose shares trade on both

the Australian Stock Exchange (symbol ‘NRT’) and NASDAQ (symbol ‘NVGN’). The

Company is based in Sydney, Australia and is focused on the development of a family of

novel anti-cancer drugs based on super-benzopyran and ‘stealth’ drug technologies. The

Company’s inaugural drug candidate is CS-6.

862643_1_novogen - notice under section 708a of the corporations act

About CS-6

CS-6 belongs to a new class of drug candidates known (structurally) as super-

benzopyrans displaying potent anti-cancer activity and demonstrating increased bio-

availability to cancer cells (‘stealth’ technology). CS-6 shows broad anti-proliferative

and cytotoxic activity against human cancer cells, with particular activity against human

glioblastoma cells. CS-6 also has been designed deliberately to meet the major known

criteria for crossing the blood-brain barrier, and for that reason is being developed as a

first-line for the treatment of glioblastoma multiforme, the main form of primary brain

cancer.

Further information

Contact Dr Graham Kelly, Chief Executive Officer.

T: (61 2) 9878 0088

M: (61) 0459 200 095

E: Graham.Kelly@novogen.com

Further information is available on the Company’s web site, www.novogen.com

862643_1_novogen - notice under section 708a of the corporations act

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 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

NOVOGEN LIMITED

ABN

37 063 259 754

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).

⁺Class of⁺securities issued or to Ordinary Shares

be issued

Number of⁺securities issued or 13,600,000

to be issued (if known) or

maximum number which may

be issued

Principal

terms

the Ordinary Shares

+securities (eg, if options,

exercise price and expiry date; if

partly paid +securities, the

amount outstanding and due

dates

for

payment;

+convertible

securities,

the

conversion price and dates for

conversion)

+ See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 1

Appendix 3B

New issue announcement

Do the⁺securities rank equally Yes

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)

interest payment

 the extent to which they do

not rank equally, other than

in relation to the next

dividend, distribution or

interest payment

Issue price or consideration

As part of consideration for acquisition of

Triaxial Pharmaceuticals Pty Ltd shares.

Purpose of the issue

As part of consideration for acquisition of

(If issued as consideration for Triaxial Pharmaceuticals Pty Ltd shares.

the acquisition of assets, clearly

identify those assets)

Is the entity an⁺eligible entity No

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

The date the security holder N/A

resolution under rule 7.1A was

passed

Number of⁺securities issued 15,279,782

without security holder approval

under rule 7.1

+ See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B

New issue announcement

Number of⁺securities issued N/A

with security holder approval

under rule 7.1A

Number of⁺securities issued N/A

with security holder approval

under rule 7.3, or another

specific security holder approval

(specify date of meeting)

Number of securities issued N/A

under an exception in rule 7.2

If securities issued under rule N/A

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.

If securities were issued under N/A

rule

7.1A

for

non-cash

consideration, state date on

which

valuation

consideration was released to

ASX Market Announcements

Calculate the entity’s remaining Refer Annexure 1

issue capacity under rule 7.1 and

rule 7.1A – complete Annexure 1

and release to ASX Market

Announcements

Dates of entering⁺securities 13 February 2013

into uncertificated holdings or

despatch of certificates

Number

⁺Class

Number and

⁺class of all 117,405,676

Ordinary Shares

⁺securities quoted on ASX

(including the securities in

section 2 if applicable)

+ See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 3

Appendix 3B

New issue announcement

Number

⁺Class

Number and

⁺class of all 2,007,216

Unlisted options

⁺securities not quoted on ASX

with various exercise

(including the securities in

dates and prices.

section 2 if applicable)

Dividend policy (in the case of a N/A

trust, distribution policy) on the

increased capital (interests)

Part 2 - Bonus issue or pro rata issue

Is security holder approval

required?

Is the issue renounceable or non-

renounceable?

Ratio in which the⁺securities

will be offered

⁺Class of⁺securities to which the

offer relates

⁺Record date to determine

entitlements

Will holdings on different

registers (or subregisters) be

aggregated

for

calculating

entitlements?

Policy for deciding entitlements

in relation to fractions

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.

Closing date for receipt of

acceptances or renunciations

+ See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B

New issue announcement

Names of any underwriters

Amount of any underwriting fee

or commission

Names of any brokers to the

issue

Fee or commission payable to the

broker to the issue

Amount of any handling fee

payable to brokers who lodge

acceptances or renunciations on

behalf of⁺security holders

If the issue is contingent on

⁺security holders’ approval, the

date of the meeting

Date entitlement and acceptance

form and prospectus or Product

Disclosure Statement will be sent

to persons entitled

If the entity has issued options,

and the terms entitle option

holders

participate

exercise, the date on which

notices will be sent to option

holders

Date rights trading will begin (if

applicable)

Date rights trading will end (if

applicable)

How do⁺security holders sell

their entitlements in full through

a broker?

How do⁺security holders sell

part of their entitlements

through a broker and accept for

the balance?

+ See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 5

Appendix 3B

New issue announcement

How do⁺security holders dispose

of their entitlements (except by

sale through a broker)?

⁺Despatch date

Part 3 - Quotation of securities

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

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

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

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

A copy of any trust deed for the additional⁺securities

+ See chapter 19 for defined terms.

Appendix 3B Page 6

01/08/2012

Appendix 3B

New issue announcement

Entities that have ticked box 34(b)

Number of securities for which

⁺quotation is sought

Class of⁺securities for which

quotation is sought

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

interest

payment

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

Number and

⁺class of all

⁺securities quoted on ASX

(including the securities in clause

38)

+ See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 7

Appendix 3B

New issue announcement

Quotation agreement

⁺Quotation of our additional⁺securities is in ASX’s absolute discretion. ASX

may quote the⁺securities on any conditions it decides.

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.

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.

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:

............................................................

Date: ..13/02/2013....

(Company secretary)

Print name:

..Andrew Bursill......................................

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

Appendix 3B

New issue announcement

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

102,125,894

securities on issue 12 months before date

of issue or 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”

102,125,894

+ See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 9

Appendix 3B

New issue announcement

Step 2: Calculate 15% of “A”

“B”

0.15

[Note: this value cannot be changed]

Multiply “A” by 0.15

15,318,884

Step 3: Calculate “C”, the amount of placement capacity under rule

7.1 that has already been used

Insert number 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

(15,279,782)

• 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”

(15,279,782)

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining

placement capacity under rule 7.1

“A” x 0.15

15,318,884

Note: number must be same as shown in

Step 2

Subtract “C”

(15,279,782)

Note: number must be same as shown in

Step 3

Total [“A” x 0.15] – “C”

39,102

[Note: this is the remaining placement

capacity under rule 7.1]

+ See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B

New issue announcement

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”

N/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

N/A

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 N/A

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”

N/A

+ See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 11

Appendix 3B

New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining

placement capacity under rule 7.1A

“A” x 0.10

N/A

Note: number must be same as shown in

Step 2

Subtract “E”

N/A

Note: number must be same as shown in

Step 3

Total [“A” x 0.10] – “E”

N/A

Note: this is the remaining placement

capacity under rule 7.1A

+ See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012