CADOUX LIMITED — AGM Information 2007

Oct 25, 2007

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Notice of Annual General Meeting Explanatory Memorandum Proxy Form

Date of Meeting: 19 November 2007 Time of Meeting: 11.00am (WST) Place of Meeting: 8th Floor Australian Stock Exchange Building

2 The Esplanade, Perth, Western Australia

This is an important document. Please read it carefully. If there is any matter that you do not understand, you should contact your financial adviser, stockbroker or solicitor.

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Instructions to Shareholders

Venue

The General Meeting of the shareholders of Solbec Pharmaceuticals Ltd will be held at:

8th Floor Commencing at Australian Stock Exchange Building 11.00 am (WST) 2 The Esplanade on 19 November 2007 Perth Western Australia

HoW To VoTE

You may vote by attending the meeting in person, by proxy or authorised representative.

VoTING IN PErSoN

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 11.00am.

VoTING By Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this notice as soon as possible and either:

• return the proxy form by post to Solbec Pharmaceuticals Ltd, C/- PO Box 2142, Churchlands, Western Australia, 6018; or

• send the proxy by facsimile to the Company on facsimile number (+61 8) 9446 8777

so that it is received not later than 11.00am (WST) on 16 November 2007.

Your proxy form is enclosed.

BoDIES CorPorATE – CorPorATE rEPrESENTATIoN

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at the meeting of Shareholders. The appointment may be a standing one.

An Appointment of Corporate Representative is enclosed with this Notice.

ENquIrIES

The Company welcomes enquiries in respect of matters covered in this Notice of Meeting and Explanatory Memorandum and attendance of shareholders at the Annual General Meeting proposed. Should you require further information please contact:

David Sparling

David Sparling or The Company Secretary Phone: (+61 8) 9446 7555 John Sendziuk Fax: (+61 8) 9446 8777 Phone: (+61 8) 9336 1266 Email: david.sparling@solbec.com.au Fax: (+61 8) 9430 6744 Email: john.sendziuk@rsmi.com.au

1 NOTICE OF ANNUAL GENERAL MEETING 2007

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Notice is given that the Annual General Meeting of shareholders of Solbec Pharmaceuticals Ltd ( “Solbec” or “the Company ”) will be held at 8th Floor, Australian Stock Exchange Building, 2 The Esplanade, Perth, Western Australia at 11.00am (WST) on 19 November 2006.

The Explanatory Memorandum accompanying this Notice of Meeting forms part of and is deemed to be incorporated in the Notice of meeting and should be read with the Notice. There is a Glossary towards the end of the Explanatory Memorandum that defines various words and phrases used in this Notice and Explanatory Memorandum.

Agenda

ANNuAl ACCouNTS

To receive and consider the annual financial report of the Company, the Directors’ Report and the Independent Audit Report for the year ended 30 June 2007.

- - Resolution 1 Re election of Professor John Papadimitriou as a Director

To consider and, if thought fit, to pass with or without modification the following resolution as an ordinary resolution:

“To elect as a Director of the Company, Professor John Papadimitriou, who retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election.”

- Resolution 2 Election of Russell Barnett as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution an ordinary resolution:

“That Mr Russell Barnett, having been appointed a Director of Solbec Pharmaceuticals Limited on 20 July 2007, is hereby elected as a Director in accordance with the Company’s Constitution.”

- Resolution 3 Election of Grant Bennett as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution an ordinary resolution:

“That Mr Grant Bennett, having been appointed a Director of Solbec Pharmaceuticals Limited on 4 September 2007, is hereby elected as a Director in accordance with the Company’s Constitution.”

- Resolution 4 Ratifcation of Share Issue

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.4 and all other purposes, Shareholders approve and ratify the allotment and issue of 20,000,000 Shares at 4 cents per Share to the persons or entities referred to and on the terms and conditions set out in the Explanatory Memorandum.”

Voting Exclusion:

The Company will disregard votes cast on this Resolution by any person or entity or any of their associates that participated in the Issue.

However the Company need not disregard a vote if:

• (a) it is cast by that person (excluded from voting) as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the chairperson of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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SOLbEC phARMACEUTICALS LTd 2007

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- - Resolution 5 Adoption of Remuneration Report (Non Binding)

To consider and, if thought fit, to pass the following resolution as a non-binding resolution:

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report as set out in the Annual Report for the year ended 30 June 2007.”

SHorT ExPlANATIoN:

The Corporations Act provides that a resolution that the Remuneration Report be adopted must be put to a vote at a listed company’s annual general meeting. Under Section 250 BR(3) of the Corporations Act the vote on Resolution 5 is advisory only and does not bind the Directors of the Company.

- Resolution 6 Appointment of Auditors

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That the Company, having received the consent of Ord Partners, appoint Ord Partners as auditors to the Company with effect from the end of the Meeting and subject to ASIC approval.”

GENErAl BuSINESS

To transact any other business that may be lawfully be brought before this meeting.

ExPlANATory MEMorANDuM

The Explanatory Memorandum which accompanies and forms part of this Notice describes the matters to be considered at this Annual General Meeting.

VoTING ENTITlEMENTS

Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that the shareholding of each Shareholder for the purpose of ascertaining the voting entitlements for the purposes of the Corporations Act, have set a snapshot date and that the identity of those entitled to attend and vote at the General Meeting will be as they appear in the Company’s Share Register at 5.00 pm (WST) on 16 November 2007.

Dated this the 16th day of October 2006

BY ORDER OF THE BOARD

John Sendziuk

COMPANY SECRETARY

3 NOTICE OF ANNUAL GENERAL MEETING 2007

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This Explanatory Memorandum has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s Annual General Meeting to be held on 19 November 2007.

The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether to support the resolutions or otherwise.

There is a Glossary towards the end of this Explanatory Memorandum which further defines certain words and phrases used in the Notice and this Explanatory Statement.

1. INTroDuCTIoN

At this Meeting the Annual Accounts for the year ended 30 June 2007 together with the Directors’ Report and the Independent Audit Report will be laid before the meeting for the purposes of discussion.

In addition to the Annual Accounts, Shareholder approval is being sought for the following:

• (a) the re-election of Professor John Papadimitriou as a Director of the Company and who has retired by rotation in accordance with the Constitution of the Company (Resolution 1);

• (b) election of Russell Barnett and Grant Bennett as Directors of the Company (Resolutions 2 and 3);

• (c) ratification of the issue of Shares (Resolution 4);

• (d) the adoption of the Remuneration Report (Resolution 5); and

• (e) appointment of Ord Partners as the Auditor of the Company (Resolution 6).

Further information on these matters is set out below.

2. INForMATIoN oN rESoluTIoNS

- - 2.1 Resolutions 1 Re election of Professor John Papadimitriou as a Director

Resolution 1 seeks approval for the re-election of Professor John Papadimitriou as a Director of the Company with effect from the end of the meeting.

Under the Company’s Constitution, at each Annual General Meeting one third (or if that is not a whole number, the whole number nearest to one third) of the Company’s directors (excluding any Managing Director) must retire from office and seek re-election.

Professor Papadimitriou has retired in accordance with the Constitution and therefore needs to seek re-election. Professor Papadimitriou offers himself for re-election and the Directors of the Company (other than Professor Papadimitriou) recommend shareholders approve his re-election.

Details relating to Professor Papadimitriou are set out in the Annual Report.

- 2.2 Resolution 2 Election of Russell Barnett as a Director

Russell Barnett was appointed a Director of the Company on 20 July 2007.

Under the Company’s constitution, a Director who is newly appointed must stand for election at the next general meeting. Accordingly, Mr Barnett offers himself for re-election to the Company and the Directors of the Company (other than Mr Barnett) recommend Shareholders approve his election.

Details regarding Mr Barnett are set out in the 2007 Annual Report.

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- 2.3 Resolution 3 Election of Grant Bennett as a Director

Grant Bennett was appointed a Director of the Company on 4 September 2007.

Under the Company’s constitution, a Director who is newly appointed must stand for election at the next general meeting. Accordingly, Mr Bennett offers himself for re-election to the Company and the Directors of the Company (other than Mr Bennett) recommend Shareholders approve his election.

Details regarding Mr Bennett are set out in the 2007 Annual Report

- 2.4 Resolution 4 Ratifcation of Share Issue

ASX Listing Rule 7.1 prohibits a company from issuing equity securities (which includes ordinary shares and options) representing more than 15% of its share capital in any 12 month period without shareholder approval (subject to certain exceptions). ASX Listing Rule 7.4 allows a company to seek ratification for a permitted and prior issue of equitable securities that have been made within the 12 month period. The effect of such ratification is that the issue is then deemed to have been one to which shareholder approval has been obtained thus not counting towards the 15% referred to in this paragraph.

Resolution 4 seeks ratification of the issue of 20,000,000 Shares on 27 April 2007. The Shares were issued at 4 cents. $800,000 was raised from the issue and applied to the Company’s working capital and in particular to the further advancement of Coramsine.

Pursuant to ASX Listing Rule 7.5 the following additional information is advised:

• (a) the number of Shares issued was 20,000,000;

• (b) the Shares were issued at 4 cents each;

• (c) the Shares ranked equally from the date of issue with all existing Shares in the Company;

• (d) the Shares were allotted to 17 persons and entities introduced to the Company by Kirke Securities Limited;

• (e) none of the allottees are associated parties of the Directors or related entities;

• (f) the purpose of the issue was to provide funds for working capital particularly in advancing the continued development of Coramsine.

– - 2.5 Resolution 5 Adoption of Remuneration Report (Non Binding)

In accordance with Section 250R(2) of the Corporations Act, the Company must put a resolution that the Director’s Remuneration as set out in the Directors’ Report be adopted, to the vote at the Annual General Meeting. The vote on Resolution 5 is advisory only and does not bind the Directors or the Company.

The Remuneration Report as set out in the Annual Report includes all of the information required by Section 300A of the Corporations Act, including:

• (a) Board policy for determining, or in relation to, the nature and amount (or value as appropriate) of remuneration of directors, secretaries and senior managers of the Company; and

• (b) the prescribed details in relation to the remuneration of each Director.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

– 2.5 Resolution 6 Appointment of Auditors

Following the resignation (subject to ASIC approval) of Ernst & Young as auditors to the Company, the Company seeks to appoint Ord Partners as auditors to the Company. Pursuant to Section 328 of the Corporations Act 2001, Ord Partners, having been nominated by a shareholder (a copy of which nomination accompanies this Notice) consent to act as auditors to the Company and seek shareholder approval to be appointed as such.

5 NOTICE OF ANNUAL GENERAL MEETING 2007

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3. SCruTINEEr AND quESTIoNS AND CoMMENTS By SHArEHolDErS AT THE MEETING

Scrutineer

A representative of Solbec’s external auditor, Ernst & Young, will act as a scrutineer for any polls that may be required at the meeting.

questions and Comments by Shareholders at the Meeting

In accordance with the Corporations Act 2001, a reasonable opportunity will be given to shareholders – as a whole – to ask questions or make comments on the management of the Company at the meeting.

Similarly, a reasonable opportunity will be given to shareholders – as a whole – to ask questions to Solbec’s external auditor, Ernst & Young, questions relevant to:

• (a) the conduct of the audit;

• (b) the preparation and contents of the audit report;

• (c) the accounting policies adopted by Solbec in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit.

Shareholders may also submit written questions to Ernst & Young if the question is relevant to the contents of Ernst & Young’s audit report or the conduct of its audit of Solbec’s financial report for the year ended 30 June 2007.

Written question for Ernst & Young must be received no later than 5pm (WST) on 16 November 2007. A list of those relevant questions will be made available to Shareholders attending the meeting. Ernst & Young will either answer questions at the meeting or table written answer to them at the meeting. If written answers are tabled at the meeting, they will be made available to shareholders as soon as practicable after the meeting.

Please send any written questions for Ernst & Young:

• (a) by post to Solbec, PO Box 2142, Churchlands WA 6018; or

• (b) by facsimile to Solbec on facsimile number (+61 8) 9446 8777.

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Glossary

ASIC	means Australian Securities and Investments Commission.
ASX	means Australian Stock Exchange Limited (ACN 008 129 164).
board	means the board of Directors of the Company duly appointed in accordance with the
	Constitution of the Company.
Company	means Solbec Pharmaceuticals Ltd (ACN 061 289 218).
Constitution	means the constitution (formerly articles of association) of the Company.
directors	means directors of the Company.
Explanatory	Statement means the explanatory statement in this Memorandum.
Meeting	means the meeting convened by the Notice.
Memorandum	means this document, comprising of the Notice, the Explanatory Statement and the Proxy Form.
Notice	means the notice of meeting accompanying this Memorandum.
Remuneration Report	means the Remuneration Report as set out in the 2007 Annual Report.
Share	means an ordinary fully paid share in the capital of the Company.
Shareholder	means a person registered in the Company’s register as the holder of a Share.
WST	means Western Australian standard time.

7 NOTICE OF ANNUAL GENERAL MEETING 2007

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Proxy Form

Facsimile: (+61) 8 9446 8777

The Share Registrar Facsimile: (+61) 8 9446 8777 SOLBEC PHARMACEUTICALS LTD PO Box 2142 Churchlands WA 6018 I/We (name of shareholder) ............................................................................................................................................................. of (address) ..................................................................................................................................................................................... being a member/members of Solbec Pharmaceuticals Ltd hereby appoint ......................................................................................... (name) ............................................................................................................................................................................................ of (address) ..................................................................................................................................................................................... and/or failing that person (name) .................................................................................................................................................... of (address) .....................................................................................................................................................................................

or failing that person then the Chairperson of the Meeting as my/our proxy to vote for me/us and on my/our behalf at a General Meeting of the Company to be held at 8th Floor, Australian Stock Exchange Building, 2 The Esplanade, Perth, Western Australia on 19 November 2007 at 11.00 am (WST) and at any adjournment of the meeting.

Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below:

I/We direct my/our Proxy to vote in the following manner:

RESOLUTION	1.	Election of John Papadimitriou as a Director	For®	Against®	Abstain®
RESOLUTION	2.	Election of Russell Barnett	For®	Against®	Abstain®
RESOLUTION	3.	Election of Grant Bennett	For®	Against®	Abstain®
RESOLUTION	4.	Ratifcation of Share Issue	For®	Against®	Abstain®
RESOLUTION	5.	Adoption of Remuneration Report (Non-Binding)	For®	Against®	Abstain®
RESOLUTION	6.	Appointment of Ord Partners as Auditors	For®	Against®	Abstain®

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

If you do not wish to direct how your proxy is to vote, please place a mark in the box. By marking this box, you acknowledge that the Chairperson may exercise your proxy even if he has an interest in the outcome of the resolution. Votes cast by him ® other than as proxy holder will be disregarded because of that interest.

The Chairman intends to vote in favour of all Resolutions.

This Proxy is appointed to represent ................. % of my voting rights,

or if two proxies are appointed Proxy No. 1 represents .....................% and Proxy No. 2 represents .................% of my total votes.

My total voting rights are ................. shares.

If the shareholder is an individual:

Signature:

Name:

---

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Continued over page...

SOLbEC phARMACEUTICALS LTd 2007 8

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If the shareholder is a company:

Affix common seal (if required by Constitution)

____ ____ Director/Sole Director and Secretary Director/Secretary

NoTES:

1. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. For the purposes of Regulation 7.11.37 of the Corporations Regulations, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the meeting. The snapshot date is 5.00 pm (WST), 16 November 2007.

4. To be effective, the proxy form (and any power of attorney) must be lodged at the registered office of the Company not less than 48 hours before the time of holding the meeting. The proxy may be lodged by facsimile transmission to the facsimile number at the Company’s principal place of business, being (+61 8) 9446 8777.

5. A copy of the power of attorney must be lodged for any proxy appointed under a power of attorney, together with evidence of non-revocation of the power of attorney.

6. A proxy for a corporation must be appointed under the common seal of the corporation or signed in accordance with the requirements of Section 127 of the Corporations Act.

7. A proxy form is enclosed. If required it should be completed, signed and returned to the Company’s principle place of business in accordance with the Instructions to Shareholders at the beginning of this Notice.

9 NOTICE OF ANNUAL GENERAL MEETING 2007

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Appointment of Corporate representative

Section 250D of the Corporations Law

This is to certify that by a resolution of the directors of:

.................................................................................................................................................... (Company), (Insert name of company)

the Company has appointed:

....................................................................................................................................................

Insert name of corporate representative

in accordance with the provisions of section 250D of the Corporations Law, to act as the body corporate representative of that company at the meeting of the members of Solbec Pharmaceuticals Limited to be held on 19 November 2007 and at any adjournment of that meeting.

DATED	2007
Executed by the Company	)
in accordance with its constituent documents	)
....................................................................		................................................................
Signed by authorised representative		Signed by authorised representative
....................................................................		................................................................
Name of authorised representative (print)		Name of authorised representative (print)
....................................................................		................................................................
Position of authorised representative (print)		Position of authorised representative (print)

INSTruCTIoNS For CoMPlETIoN

Under Australian law, an appointment of a body corporate representative will only be valid if the Certificate of Appointment is completed precisely and accurately.

Please follow the following instructions to complete the Certificate of Appointment:

1. Execute the Certificate following the procedure required by your company’s constitution or other constituent documents.

2. Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.

3. Insert the date of execution where indicated.

4. Send or deliver the Certificate to Solbec Pharmaceuticals Limited registered office or fax the Certificate to the registered office at (+61 8) 9446 8777.

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