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BIOXYNE LIMITED M&A Activity 2008

Mar 12, 2008

64594_rns_2008-03-12_aff43737-6485-4e3d-950a-e42a1c5deb62.pdf

M&A Activity

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Probiomics Limited ABN 97 084 464 193 Suite G09, 1 Central Avenue Australian Technology Park Eveleigh NSW 1430 P: +61 2 9209 4268 F: +61 2 9209 4256 W: www.probiomics.com.au

The Australian Stock Exchange Limited Companies Announcements Office SYDNEY

13 March 2008

Probiomics Limited enters into a conditional Share Sale Agreement to acquire 100% of Minomic International Limited

Probiomics Limited (“Probiomics”) has entered into a conditional Share Sale Agreement to acquire 100% of the issued capital of Minomic International Limited (“Minomic”).

The acquisition is conditional upon:

  • Probiomics shareholder approval; and

  • Completion of satisfactory due diligence by both parties.

Probiomics will issue 342,857,143 new shares at 3.5 cents per share to Minomic to satisfy the $12 million purchase price which has been deemed fair and reasonable by an independent expert commissioned by Probiomics

Minomic is a leading Australian biomarker company developing diagnostic and imaging products including:

  • urine-based diagnostic assay for prostate cancer; and

  • imaging technology for prostate cancer; and

  • a urine-based diagnostic assay for Type 2 Diabetes.

These products are in late stage development and will upon fruition, improve the early stage accurate diagnosis of both diseases. The diagnostic products in both disease conditions will be based upon non invasive techniques, with samples obtained from urine and plasma

The prostate diagnostic is likely to be commercialised first and the diabetes assay following.

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Probiomics’ shareholders will be asked at the company’s Annual General Meeting, to be held shortly, to approve the acquisition.

The merger of Probiomics and Minomic brings together two companies which include intellectual property portfolios from the life sciences industry which will combine well to liberate a solid foundation of revenue streams over the coming years.

Probiomics brings products from the health and life sciences industry which improve conditions such as infantile atopic dermatitis, irritable bowel syndrome and other bowel disorders. These products have historically been sold throughout Asia and Australia and the company has recently attracted large-scale companies such as Nestlé, to join forces by researching the use of its IP in infant formula and medical products.

Minomic’s products assist in the early stage diagnosis of two major conditions prevalent throughout the world. Prostate cancer is the most common male specific cancer and the second highest cause of cancer mortality in men in Western society. Diabetes incidence and prevalence is increasing at a rapid rate in the adult global population, not only in Western society but also in the Middle East, India and China.

Probiomics Limited

Probiomics has proprietary ownership of a unique probiotic strain – PCC[® ]

PCC[®] has been clinically proved to have superior qualities to other probiotic strains – particularly in promoting systemic immune response.

Probiomics’ commercial objective is to earn royalties from licensing PCC[®] to distribution companies selling products in global markets.

About Minomic International Limited

www.minomicint.com.au

Minomic International Limited was established in 2007, as a company that commercialises late stage biotechnology development projects.

The first two diagnostic products for the detection of Prostate Cancer and the detection of Type 2 Diabetes will be Minomic International's flagship commercialisation projects.

Both diagnostic products are urine based tests and will offer significant advantages over the dominant, more invasive screening methods currently used for detecting each disease.

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With the ability to identify and test reliably for biomarkers of diseases such as cancer and diabetes, Minomic International is in a niche and growing market with few rivals. The technology has major opportunities for rapid product range extension in diseases where traditional tests are limited or inadequate.

Minomic is revolutionising protein molecular diagnostics through the discovery of protein biomarkers and panels of biomarkers that may be developed into highly predictive diagnostic tests. These tests will provide improved patient care as well as providing pharmacoproteomic services that lead to improved drug toxicology, efficacy and theranostic assays.

Minomic International has an impressive board of directors and management team, ensuring that the company is well equipped for global expansion and future development projects.

CONTACTS

Probiomics Limited: Mr Ashok Jairath – Company Secretary Tel: 02 9209 4268 Email: [email protected]

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