Converted by EDGARwiz

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

1. Ordinary Shares

be issued

2. Unlisted Convertible Notes

Number of +securities issued or to

1. 1,800,000 Ordinary Shares

be issued (if known) or maximum

2. Unlisted Convertible Note with value of

number which may be issued

$1,500,000 divided amongst vendors entitling the

Vendors to convert to 60,000,000 Shares.

Principal terms of the +securities

1. Ordinary Shares

(eg, if options, exercise price and

Rank pari passu with existing Ordinary Shares

expiry date; if partly paid

2. Convertible Notes

+securities, the amount outstanding

 The face value of the unlisted convertible note

and due dates for payment; if

is $1,500,000;

+convertible

securities,

the

 If all the Convertible Notes were converted by

conversion price and dates for

the note holders to Shares, the note holders

conversion)

would, based on the agreed issue price of

$0.025 per share, be issued in aggregate

60,000,000 Shares;

 The Convertible Notes may be exercised at each

note holders discretion;

 The Convertible Notes may not be converted

until the completion of milestones as noted

under Resolution 4 of the Notice of Meeting

and Explanatory Memorandum for the general

meeting held on 19 April 2013; and

 The Ordinary shares issued upon conversion of

the Convertible Note will rank pari passu with

existing Ordinary Shares.

+ See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 1

Appendix 3B

New issue announcement

Do the +securities rank equally in

1. The ordinary shares rank pari passu with

all respects from the date of

existing ordinary shares.

allotment with an existing +class of

2. On conversion of the Convertible Note, the

quoted +securities?

Ordinary Shares issued will rank pari passu

with existing Ordinary Shares.

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

1. Issue price of $0.025 per share.

2. $1,500,000 for the Convertible Note.

Purpose of the issue

1. As part satisfaction of the purchase by the

(If issued as consideration for the

Company of the shares in Triaxial

acquisition of assets, clearly

Pharmaceuticals from Phytose Corporation

identify those assets)

in the Triaxial Pharmaceuticals purchase.

2. As repayment of the outstanding principal

on the loan owed to the Vendors of Triaxial

Pharmaceuticals.

Is the entity an +eligible entity that No

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 N/A

without security holder approval

under rule 7.1

Number of +securities issued with N/A

security holder approval under rule

7.1A

+ See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

Appendix 3B

New issue announcement

Number of +securities issued with N/A

security holder approval under rule

7.3, or another specific security

holder approval (specify date of

meeting)

Number of securities issued under N/A

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 rule N/A

7.1A for non-cash consideration,

state date on which valuation of

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 into 28 June 2013

uncertificated holdings or despatch

of certificates

Number

⁺Class

Number and

⁺class of all 138,276,033

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 with

⁺securities not quoted on ASX

various exercise dates

(including the securities in section

and prices.

2 if applicable)

Face Value $1,500,000

(NRTNEW)

Unlisted

Convertible Notes

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

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

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

Names of any underwriters

+ See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B

New issue announcement

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 to

participate on 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 or 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: ..28/06/2013....

(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

103,805,676

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

34,470,357

• 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”

138,276,033

+ 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

20,741,404

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

• 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

20,741,404

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”

20,741,404

[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