BIOXYNE LIMITED — Capital/Financing Update 2004

Jul 19, 2004

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

VRI BioMedical Limited

ABN

97 084 464 193

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).

$\mathbf{1}$ ⁺Class of ⁺securities issued or to be $\lceil$ issued

Fully paid ordinary shares

• $\mathcal{D}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• $\overline{3}$ Principal terms of the ⁺securities (eg, if options, exercise price and date; if partly paid expiry *securities, the amount outstanding and due dates for payment; if securities, *convertible the conversion price and dates for conversion)

21,000,000

Fully paid ordinary shares

⁺ See chapter 19 for defined terms.

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 extent which the $\mathfrak{g}$ they ۰ participate for the next dividend, case of fin the 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	\$0.10 per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Additional funding for the company's operations disclosed the in as. Explanatory Memorandum for the General Meeting held on 12 July 2004
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	20th July 2004
	class	Number *Class
8	Number and of - all *securities quoted $-$ on ASX. (including the securities in clause 2 if applicable)	VRI - Ordinary fully 83,979,127 paid shares 34,543,372 VRIO Options expiring 6/3/06 exercisable at 75c

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	tclass to Number of all and	1,900,00	VRIAK	Options $\overline{\phantom{0}}$
	*securities not quoted on ASX			expiring
	(including the securities in clause			23/11/06
	2 if applicable)			exercisable
				at 75c
		300,000		VRIAM - Options
				expiring 13/6/07
				exercisable
				at 75c
		980,000		$VRIAO - Options$
				expiring
				13/10/05
				exercisable
				at 50c
		300,000	$VRIAS =$	Options
				expiring 22/8/07
				exercisable
				at 75c
		750,000	VRIAP	Options $\overline{\phantom{0}}$
				expiring
				14/1/08
				exercisable
				at $75c$
10	Dividend policy (in the case of a	As determined by the Directors from time to
	trust, distribution policy) on the	time in	accordance	with the
	increased capital (interests)	Company's Constitution

Part 2 - Bonus issue or pro rata issue

11	approval holder security Is. required?	N/A
12	Is the issue renounceable or non- $N/A$ renounceable?
13	Ratio in which the "securities will $N/A$ be offered
14	Class of securities to which the N/A offer relates
15	determine *Record date to entitlements	N/A

⁺ See chapter 19 for defined terms.

16	Will holdings on different registers (or sub-registers) be aggregated for calculating entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	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.	N/A
19	οf Closing date for receipt acceptances or renunciations	N/A
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22.	Names of any brokers to the issue	N/A
23.	Fee or commission payable to the broker to the issue	N/A
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	N/A
25	If the issue is contingent on "security holders" approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/A
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	N/A
28	Date rights trading will begin (if applicable)	N/A

⁺ See chapter 19 for defined terms.

I

29	Date rights trading will end (if applicable)	N/A
30	How do *security holders sell their entitlements in full through a broker?	N/A
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	N/A
32	How do *security holders dispose of their entitlements (except by sale through a broker)?	N/A
33	*Despatch date	N/A

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)
• $(a)$ $\sqrt{}$ 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

• 35 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
• 36 If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$

$+$ See chapter 19 for defined terms.

$5,001 - 10,000$ 10.001 - 100.000 100,001 and over

37 A copy of any trust deed for the additional "securities

Entities that have ticked box 34(b)

• 38 Number of securities for which *quotation is sought
• Class of *securities for which 39 quotation is sought
• 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)

$42$ Number and *class of all *securities quoted on ASX (including the securities in clause 38)

Number	+ Class

Quotation agreement

$\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the "securities on any conditions it decides.

$+$ See chapter 19 for defined terms.

• We warrant the following to ASX. $\overline{2}$
• 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.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided 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.
• $\overline{4}$ 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.

priorit

Sign here:

$\epsilon$
Company secretary Date: 20^th July 2004

Print name: Paul B Magoffin

$= 1.4$

⁺ See chapter 19 for defined terms.