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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,

04/03/13

Name of entity

Novogen Limited (“Novogen”)

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 Convertible note (unquoted) (Note)

be issued

Number of +securities issued or Securities not to be quoted:

to be issued (if known) or Note with a face value of $1,000,000 on issue

maximum number which may

be issued

+ See chapter 19 for defined terms.

21/10/2013

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Appendix 3B

New issue announcement

Principal

terms

the Note

+securities (e.g. if options,  Face value: $1,100,000

exercise price and expiry date; if  Issue Price: $1,000,000

partly paid +securities, the  The Note does not bear interest and is

amount outstanding and due

unsecured.

dates

for

payment;

if  The Note is issued under the same terms as the

+convertible

securities,

the

Notes issued on 3 July 2013 (see Appendix 3B

conversion price and dates for

lodged with ASX on 4 July 2013) except that for

conversion)

this Note, (a) the conversion restrictions have

been waived (the Investor may convert at any

time), and (b) Novogen has waived its right to

convert all of the total amount unpaid on the

Note if the daily VWAP per Share exceeds $0.28

for 20 consecutive trading days.

+ See chapter 19 for defined terms.

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New issue announcement

Do the +securities rank equally No.

in all respects from the +issue

date with an existing +class of

quoted +securities?

If the additional +securities do  The Note will not entitle its holder to participate

not rank equally, please state:

in any dividends declared or paid by Novogen;

 the date from which they do

and

 the extent to which they  The Note will not entitle its holder to any

participate for the next

interest payment, except upon the occurrence

dividend, (in the case of a

of an ‘Event of Default’ under the Agreement, in

trust,

distribution)

which case interest will accrue at the rate

interest payment

prescribed under section 101 of the Civil

 the extent to which they do

Procedure Act 2005 (NSW) until the Event of

not rank equally, other than

Default has been remedied.

in relation to the next

dividend, distribution or

interest payment

Issue price or consideration

$1,000,000

Purpose of the issue

The Note is issued in consideration for the

(If issued as consideration for investment by the Investor of $1,000,000.

the acquisition of assets, clearly

identify those assets)

The purpose of the Note is to raise funds for general

corporate and working capital purposes and to

further the anti-cancer drug research and

development plans of the Company.

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 N/A

without security holder approval

under rule 7.1

+ See chapter 19 for defined terms.

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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 N/A

issue capacity under rule 7.1 and

rule 7.1A – complete Annexure 1

and release to ASX Market

Announcements

+Issue dates

21 October 2013

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.

Number

⁺Class

Number and

⁺class of all 144,622,257

Ordinary Shares

⁺securities quoted on ASX

(including the⁺securities in

section 2 if applicable)

+ See chapter 19 for defined terms.

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New issue announcement

Number

⁺Class

Number and

⁺class of all 6,007,216

Unlisted options with

⁺securities not quoted on ASX

various exercise dates

(including the⁺securities in

and prices.

section 2 if applicable)

Unlisted

convertible

notes with a face value

of $1,380,000

60,000,000

Unlisted

convertible

notes, with aggregate

face value of $1,500,000

Dividend policy (in the case of a N/A

trust, distribution policy) on the

increased capital (interests)

Part 2 - 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

+ See chapter 19 for defined terms.

21/10/2013

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Appendix 3B

New issue announcement

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.

Closing date for receipt of

acceptances or renunciations

+ See chapter 19 for defined terms.

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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 offer documents 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.

21/10/2013

Appendix 3B Page 7

Appendix 3B

New issue announcement

How do security holders dispose

of their entitlements (except by

sale through a broker)?

⁺Issue 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.

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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⁺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

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.

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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 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.

Sign here:

............................................................ Date: 22 October 2013

(Director/Company secretary)

Print name:

........Lionel Mateo.........................

== == == == ==

+ See chapter 19 for defined terms.

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04/03/2013

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 Amended 04/03/13

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 the

⁺issue date or date of agreement to issue

Add the following:

34,470,357

• 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”

138,276,033

+ See chapter 19 for defined terms.

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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

10,346,225

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”

10,346,225

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”

10,346,225

Note: number must be same as shown in

Step 3

Total [“A” x 0.15] – “C”

10,395,179

[Note: this is the remaining placement

capacity under rule 7.1]

+ See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

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

N/A

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”

N/A

+ See chapter 19 for defined terms.

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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 14

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