Cellmid : to Refinance R&D Loan Facility

ASX ANNOUNCEMENT

CELLMID TO REFINANCE R&D LOAN FACILITY

SYDNEY, Wednesday, 1 March 2017: Cellmid Limited (ASX: CDY) is pleased to advise that it has refinanced the R&D Loan Agreement entered into on 24 February 2016. The original

$700,000 loan has been repaid by a new $2,000,000 facility and 4,565,218 shares have been issued at 2.3 cents each to the lenders in lieu of accumulated interest.

The $2,000,000 loan facility has been secured on improved terms, and it is expected to propel Cellmid's midkine ischemia program, through its wholly owned subsidiary Kinera, towards clinical development. It represents the funding required for Kinera to reach IND application stage, a critical value inflection point in this drug development program. Key terms of the loan are as follows:

• The loan period increased from 12 months to 24 months to better match product development time lines. The funds are expected to cover the costs of research and development up to preparation of IND application for midkine in the treatment of ischemic diseases. The loan will cover the costs of pre-clinical validation in an ischemia related indication, toxicology and regulatory work and means that the program is expected to be funded to this major development milestone.

• Interest will be accrued at an annual rate of 12% (previously 15%) with the lenders having the right to be issued fully paid ordinary shares in lieu of payment of the accrued interest at 3.5 cents per share (previously 2.3 cents per share) at both 12 and 24 months from commencement. The maximum number of shares that may be issued in lieu of interest payment is 6,857,142 for each twelve-month period.

• Principal may be converted by the lenders at 5.0 cents per share (3.4 cents per share previously). During the first 12 months the lenders may convert up to 50% of the total loan facility. The maximum number of shares that can be issued during the first 12 months is 20,000,000. The remaining 50% of the loan may be converted to shares at 5.0 cents by the lenders at any time between 12 months from the date of the agreement and the expiry of the 24-month term.

In the event the lenders elect to receive shares (at 5.0 cents per share for the principal loan amount and/or 3.5 cents per share for the interest), the shares so issued will rank equally in all respects with existing ordinary shares and will fall within Cellmid's 15% placement capacity under Listing Rule 7.1. The refinanced loan is secured against the Company's R&D tax credit, which is normally received during the month of November in each calendar year.

The current loan was arranged by Platinum Road, the same adviser engaged to place the $700,000 R&D loan facility in February 2016.

End

Contact: Maria Halasz, CEO T [phone]

@mariahalasz

CELLMID LIMITED ACN 111 304 119 ASX I CDY

Suite 1802, Level 18, 15 Castlereagh Street, Sydney NSW 2000 AUSTRALIA

TELEPHONE [phone] FACSIMILE [phone]

WEB www.cellmid.com.au

Cellmid Limited (ASX: CDY)

Cellmid is an Australian life sciences company with lead programs in multiple disease indications. The Company, through its wholly owned subsidiaries, Lyramid, Kinera and Advangen, develops and markets innovative novel therapies and diagnostic tests for fibrotic diseases, cancer, ischemic diseases of the heart and hair loss. Cellmid holds the largest and most comprehensive portfolio of intellectual property relating to the novel targets midkine (MK) and FGF5 globally. Intellectual property pertaining to this novel target is being exploited through wholly owned subsidiaries Lyramid and Kinera. Advangen, Cellmid's consumer health business, sells its FGF5 inhibitor hair growth products in Australia and Japan, and currently expanding distribution in other territories. For further information, please see www.cellmid.com.au and www.evolisproducts.com.au.

Midkine (MK)

Midkine is a growth factor that is highly expressed during embryonic development. Midkine modulates many important biological interactions such as cell growth, cell migration and cellular adherence. These functions are relevant to cancer, inflammation, autoimmunity, ischemia, nerve growth/repair and wound healing. Midkine is barely detectable in healthy adults and only occurs as a consequence of the pathogenesis of a number of different disorders. Midkine expression is often evident very early in disease onset, even before any apparent physical symptoms. Accordingly, midkine is an important early marker for diagnosing cancers and autoimmune diseases. Finally, midkine is only evident in a disease context, and targeting midkine is not expected to harm normal healthy tissues.

Investment in life sciences companies

There are a number of inherent risks associated with the research, development and commercialisation of pharmaceutical products. Investment in companies specialising in these activities carry specific risks which are different to those associated with trading and manufacturing businesses. As such, these companies should be regarded as highly speculative. Cellmid recommends that investors seek professional advice before making an investment in its shares.

ASX Announcement Cleansing Statement - Notice under section 708A(5)(e) of the Corporations Act

SYDNEY, WEDNESDAY 1 MARCH 2017: Cellmid Limited (ASX: CDY) notifies, in accordance with section 708A(5)(e) of the Corporations Act, the details required under section 708A(6) in relation to the issue of securities.

Details of the securities issued:

Class of securities: Fully paid ordinary shares

ASX Code of the securities: CDY

Date of issue: 1 March 2017

Total number issued: 4,565,218

Issue price: $0.023 per share

The 4,565,218 fully paid ordinary shares have been issued pursuant to the ASX announcement on Friday, 26 February 2016 relating to the Company's R&D Loan Facility with Platinum Road.

An Appendix 3B for the above securities was given to the ASX today. Cellmid advises that:

1. the above securities were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

2. as at the date of this notice, Cellmid has complied with the provisions of Chapter 2M, and section 674, of the Corporations Act as they apply to Cellmid; and

3. as at the date of this notice, there is no information that is excluded information within the meaning of sections 708A(7) and 708A(8) of the Corporations Act, being information that:

4. has been excluded from a continuous disclosure notice in accordance with the Listing Rules of ASX; and

5. investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

6. the assets and liabilities, financial position and performance, profits and losses and prospects of Cellmid; or

7. the rights and liabilities attaching to the shares or generally to the ordinary shares in the capital of Cellmid.

8. Contact

   Maria Halasz, CEO T [phone]

   CELLMID LIMITED ACN 111 304 119 ASX I CDY

   Suite 1802, Level 18, 15 Castlereagh Street, Sydney NSW

   2000 AUSTRALIA

   TELEPHONE [phone] FACSIMILE [phone]

   WEB www.cellmid.com.au

   Appendix 3B New issue announcement

   Appendix 3B

   Rule 2.7, 3.10.3, 3.10.4, 3.10.5

   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

   Cellmid Limited

   ABN

   69 111 304 119

   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).

   Fully Paid Ordinary Shares

   1 +Class of +securities issued or to be issued

   6,515,218 Ordinary Shares

9. Number of +securities issued or to be issued (if known) or maximum number which may be issued

   Terms as per as existing ordinary shares

10. Principal terms of the

+securities (e.g. 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)

+ See chapter 19 for defined terms.

04/03/2013 Appendix 3B Page 1