CADOUX LIMITED — Capital/Financing Update 2009

Jun 22, 2009

FREEDOM EYE LIMITED ABN 85 061 289 218

PROSPECTUS

For the non-renounceable rights issue of approximately 288,670,665 Shares at 0.2 cents per Share, on the basis of 1 Share for every 1 Share held by Shareholders as at 5.00 pm WST on 1 July 2009, to raise up to approximately $577,340 before costs.

Offer closes at 5.00 pm WST on 21 July 2009

The Offer is fully underwritten.

Both Kirke Securities Limited and GKB Global Pty Ltd have each separately agreed to underwrite 50% of the Shortfall. Please refer to Section 3.3 for further details and Section 7.1 of this Prospectus for a summary of the material terms of the Underwriting Agreements.

This Prospectus is a transaction specific prospectus issued in accordance with section 713 of the Corporations Act 2001. This document is important and should be read in its entirety, together with the Entitlement and Acceptance Form attached to this Prospectus. If, after reading this Prospectus, you have any questions about the Shares being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser.

The Shares offered under this Prospectus should be considered speculative.

TABLE OF CONTENTS

1.	CORPORATE DIRECTORY ............................................................................................. 4
2.	TIMETABLE AND IMPORTANT DATES .......................................................................... 5
3.	DETAILS OF THE OFFER................................................................................................ 6
4.	PURPOSE AND EFFECT OF THE OFFER.................................................................... 11
5.	RISK FACTORS.............................................................................................................. 14
6.	RIGHTS AND LIABILITIES ATTACHING TO SHARES AND OPTIONS........................ 17
7.	ADDITIONAL INFORMATION ........................................................................................ 19
8.	DIRECTORS' AUTHORISATION AND CONSENT......................................................... 26
9.	GLOSSARY .................................................................................................................... 27

IMPORTANT NOTICE

This Prospectus is dated 23 June 2009 and was lodged with ASIC on that date. Neither ASIC, ASX nor any of their respective officers take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. Application will be made to ASX in accordance with the timetable set out in Section 2 of this Prospectus and in any event within 7 days after the date of this Prospectus for the quotation of the Shares the subject of this Prospectus.

The Company is an ASX listed company whose securities are granted Official Quotation by ASX.

In preparing this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and professional advisers who investors may consult.

No person is authorised to give any information or to make any representations in connection with this Offer that is not contained in this Prospectus. Any information or representation that is not contained in this Prospectus may not be relied upon as having been authorised by the Company or its Directors.

Transaction Specific Prospectus

A copy of this Prospectus can be downloaded from the website at www.freedomeye.com. Any person accessing the electronic version of the Prospectus within Australia or anywhere outside of Australia should note that this Prospectus does not constitute an offer of securities in any jurisdiction where, or to any person to whom, it would not be lawful to issue the Prospectus or make the Offer. It is the responsibility of any investor outside Australia to ensure compliance with all laws of any country relevant to their Application, and any such applicant should consult their professional advisers as to whether any government or other consents are required or whether any formalities need to be observed to enable them to apply for and be allotted any securities.

The Corporations Act prohibits any person passing onto another person an application form unless it is attached to a hard copy of the Prospectus or it accompanies the complete and unaltered version of this Prospectus. During the Offer Period any person may obtain a copy of this Prospectus free of charge by contacting the Company.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. An investment in the securities the subject of this Prospectus should be considered speculative. Before deciding to subscribe for Shares in Freedom Eye Ltd, you should read and understand the entire Prospectus and, in particular, you should consider the risk factors that could affect the Company's performance. You should carefully consider these factors in light of your personal circumstances (including financial and taxation issues) and seek advice from your professional adviser before deciding to invest. Investing in Freedom Eye involves risks. See 'Risk Factors' in Section 5 for a discussion of certain risk factors that you should consider before deciding to invest in Freedom Eye.

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Privacy Disclosure

The Company collects information about each applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and to administer the applicant’s shareholding in the Company.

By submitting a completed Entitlement and Acceptance Form, each applicant agrees that the Company may use the information provided in the said form for the purposes set out in this privacy disclosure statement and may disclose that information for those purposes to the share registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisors, and to ASX and other regulatory authorities.

The Corporations Act requires the Company to include information about a shareholder (including name, address and details of the shares held) in its public register. The information contained in the Company’s public register must remain there even if that person ceases to be a shareholder of the Company. Information contained in the Company’s register is also used to facilitate dividends and other distribution payments and corporate communications (including the Company’s financial results, annual reports, and other information that the Company may wish to communicate to its shareholders) in compliance by the Company with legal and regulatory requirements.

Certain terms and abbreviations used in this Prospectus have defined meanings which are explained in the Glossary.

For further information in relation to the Offer, please call Freedom Eye's Company Secretary on (08) 9355 0399.

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1. CORPORATE DIRECTORY

BOARD OF DIRECTORS

Mr Russell Barnett

(Non- Executive Chairman)

Mr Grant Bennett (Non-Executive Director)

*AUDITORS

Ord Partners Level 1 47-49 Stirling Highway NEDLANDS WA 6009

*STOCK EXCHANGE

Dr David Sparling (Executive Director)

COMPANY SECRETARY

Mr Phil MacLeod

The Company’s securities are quoted on the official list of: ASX Limited Home branch: Perth Exchange Plaza 2 The Esplanade PERTH WA 6000 ASX Code FYI

REGISTERED OFFICE

Unit 9 8 Sarich Way BENTLEY WA 6102 Tel: +61 8 9355 0399 Fax: +61 8 9472 0475

*SHARE REGISTRY

Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153 Tel: +61 8 9315 2333

UNDERWRITERS

Kirke Securities Limited 6 Ord Street West Perth WA 6005

GKB Global Pty Ltd Suite 18, 10 Johnston Street Peppermint Grove WA 6011

• These parties have not been involved in the preparation of this Prospectus and have not consented to being named in this Prospectus. Their names are included for information purposes only.

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2. TIMETABLE AND IMPORTANT DATES

The following key dates are indicative only and may be subject to change without notice.

Prospectus lodged with ASIC and ASX and 23 June 2009 Appendix 3B lodged with ASX Shares trade "ex" the entitlements issue on ASX 25 June 2009 Record Date 1 July 2009 Despatch of Prospectus and Opening Date 7 July 2009 Closing Date 21 July 2009 Despatch of holding statements 29 July 2009

The Company reserves the right to extend the Closing Date by giving at least 6 business days notice to the ASX. Accordingly the date the Shares are expected to commence trading on ASX may vary.

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3. DETAILS OF THE OFFER

3.1 The Offer

Important Note: The information set out in this Section 3 is not intended to be comprehensive. This Prospectus should be read and considered in its entirety.

The Company is making a pro-rata non-renounceable rights issue of Shares to Shareholders who are registered as at 5.00 pm WST on 1 July 2009 (" Record Date ").

The Offer is made on the basis that for every 1 Share held as at the Record Date, Shareholders as Eligible Participants will have the right to subscribe for 1 Share at an issue price of 0.2 cents for each Share subscribed for.

Based on the capital structure of the Company at the date of this Prospectus, approximately 288,670,665 Shares will be offered pursuant to this Offer to raise approximately $577,340 (before the costs of the Offer).

The Company has 16,550,000 Options on issue. The terms of those Options do not allow for participation by Option holders in new issues of securities. Those Option holders may, however, be able to exercise their Options according to the terms and conditions. If an Option holder exercises an Option before the Record Date then the number of Shares issued under this Prospectus will increase.

This Offer is made on a non-renounceable basis which means that Eligible Participants may not sell or transfer all or part of the entitlement. If an entitlement is not taken up under the Offer by the Closing Date, the Offer will lapse.

The Entitlement of each Shareholder is shown on the Entitlement and Acceptance Form accompanying this Prospectus. The details of how to accept the Entitlement is set out below.

3.2 No Minimum Subscription

There is no minimum subscription.

3.3 Underwritten

The Offer is fully underwritten. Both Kirke Securities Limited and GKB Global Pty Ltd have each separately agreed to underwrite 50% of the Shortfall. Each underwriting is on standard terms and conditions including the right of Kirke Securities Limited and GKB Global Pty Ltd to terminate their respective underwriting in the event there being a material adverse change to the financial position or prospects of the Company prior to completion of the Offer. Kirke Securities Limited will receive a management fee of $10,000 to assist the Company with the Offer. No underwriting fee is payable to either Underwriter.

Director Russell Barnett is a director of Kirke Securities Limited. Russell Barnett has no equity interest in Kirke Securities Limited.

Director Grant Bennett is a director and controlling shareholder of GKB Global Pty Ltd.

Certain existing shareholders and parties associated with Directors of the Company have

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entered into sub-underwriting arrangements with Kirke Securities Limited. Details of the sub-underwriting arrangements with parties associated with Directors of the Company are set out in Section 7.2 of the Prospectus.

3.4

Action required

If you wish to take up all of your Entitlement, complete the enclosed Entitlement and Acceptance Form in accordance with the instructions set out and lodge the form together with your cheque for the amount shown on the form so that it reaches the Company's share registry:

By delivery: By Post: Security Transfer Registrars Pty Ltd Security Transfer Registrars Pty Ltd 770 Canning Highway PO Box 535 APPLECROSS WA 6153 APPLECROSS WA 6953

Completed Entitlement and Acceptance Forms must reach the Company's share registry by no later than 5.00 pm WST on 21 July 2009.

Cheques and drafts should be made payable to "Freedom Eye Limited – Rights Offer Account" and crossed "Not Negotiable".

If you wish to take up part of your Entitlement, complete the enclosed Entitlement and Acceptance Form in respect of the Shares you wish to take up in accordance with the instructions set out in the form and lodge the form together with your cheque for the relevant amount (being the number of Shares you wish to take up multiplied by 0.2 cents per Share) so that it reaches the Company's share registry by no later than 5.00 pm WST on 21 July 2009.

If you do not wish to take up any of your Entitlement, you do not need to take any action and your entitlement to the Shares will lapse.

3.5

Closing Date

The Closing Date for the Offer is 5.00 pm WST on 21 July 2009. The Directors reserve the right to extend the Closing Date by giving at least 6 business days notice to the ASX should it be considered by them necessary to do so. As such, the date the Shares are expected to commence trading on ASX may vary with any change in the Closing Date.

3.6 Shortfall

Any Entitlement not accepted will form the Shortfall and will be dealt with in accordance with the Underwriting Agreement. Each Underwriter will subscribe for that part of the Shortfall that it is obliged to subscribe for under its Underwriting Agreement. The offer of any Shortfall is a separate offer made pursuant to the Prospectus. The issue of any Shortfall will be on the same terms on which the Offer has been offered to Shareholders pursuant to this Prospectus.

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3.7 Allotment

The Shares will be allotted and issued as soon as practicable after the Closing Date and in accordance with the Listing Rules and timetable set out in Section 2 of this Prospectus.

Statements of holding for the Shares will be mailed to applicants as soon as practicable after the Closing Date.

Prior to allotment of the Shares, all application moneys will be held in trust for applicants. The Company will retain any interest earned on the application moneys.

No Shares will be allotted and issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

3.8 Official Quotation by ASX

Application to ASX for admission of the Shares to Official Quotation will be made by the Company in accordance with the timetable set out in Section 2 of this Prospectus and in any event within 7 days of the date of this Prospectus.

If the Shares are not admitted to Official Quotation on ASX within 3 months after the date of this Prospectus, or such longer period as is permitted by the Corporations Act, none of the Shares offered by this Prospectus will be granted. In that circumstance, all applications will be dealt with in accordance with section 724 of the Corporations Act.

The fact that ASX may grant Official Quotation to the Shares that may be issued pursuant to this Prospectus is not to be taken in any way as an indication of the merits of the Company or the Shares offered for subscription.

3.9 ASX Listed Company

The Company is included in the Official List of ASX and the Listing Rules apply to the securities issued by the Company.

3.10 Overseas Shareholders

The Offer in this Prospectus is not being extended to any Shareholder as at the Record Date whose registered address is not situated in Australia or New Zealand. This is because of the small number of such Shareholders, the number and value of the New Shares they would be otherwise offered and the cost of complying with applicable regulations in jurisdictions outside Australia and New Zealand. The Prospectus is sent to those Shareholders for information only.

3.11 Offer in New Zealand

The Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations 2001. In New Zealand, this is Part 5 of the Securities Act 1978 and the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008.

The Offer and the content of the Prospectus are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act sets out how the Offer must be made.

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There are differences in how securities are regulated under Australian law.

The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities.

Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to the Offer. If you need to make a complaint about the Offer, please contact the Securities Commission, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian securities is not the same as for New Zealand securities.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The Offer may involve a currency exchange risk. The currency for the securities is not New Zealand dollars. The value of the securities will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the securities to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

As noted in the Prospectus at Section 3.8, the Company will apply to the ASX for quotation of the Shares offered under this Prospectus. If quotation is granted, the Shares offered under this Prospectus will be able to be traded on the ASX. If you wish to trade the securities through that market, you will have to make arrangements for a participant in that market to sell the securities on your behalf. As the ASX does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.

3.12 CHESS

The Company participates in the Clearing House Electronic Subregister System (" CHESS "). CHESS is operated by ASX Settlement and Transfer Corporation Pty Ltd (" ASTC "), a wholly owned subsidiary of ASX.

Under CHESS, the Company does not issue certificates to investors. Instead, Shareholders receive a statement of their holdings in the Company. If an investor is broker sponsored, ASTC will send a CHESS statement.

3.13 Risk Factors

Investors should carefully read the risk factors outlined in section 5. An investment of this kind involves a number of risks, some of which are specific to the Company and the industry in which it operates.

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3.14 Rights and Liabilities Attaching to Shares

All of the Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. A summary of the rights and liabilities attaching to Shares is set out in section 6.

3.15 Summary

This section is not intended to provide full details and information on the Offer. Shareholders must read this Prospectus in full in order to make a fully informed investment decision.

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4. PURPOSE AND EFFECT OF THE OFFER

4.1 Purpose of Offer and use of funds

The purpose of the Offer is to raise funds of approximately $577,340. The proceeds of the Offer are intended to be applied as follows:

Item Maintenance costs associated with the Company’s Coramsine®project. Costs associated with isolating and assessing new potential business opportunities; and working capital Expenses of the Offer Total		Amount 15,000 536,340 26,000
	$577,340

The information set out in this section is indicative only and is a statement of present intention as at the date of this Prospectus. The exact quantum of funds expended by the Company on any particular item may change depending on the Company's circumstances and priorities.

The Company is unable to determine how many (if any) Options will be exercised by Option holders to enable them to participate in the Offer. Accordingly, the Company is unable to determine the precise total amount of funds that will be raised pursuant to the Offer. To the extent additional funds are raised and additional Shares are issued, proceeds will be allocated to general working capital and the issued capital items in the capital structure table and the cash and cash equivalents in the pro-forma balance sheet set out below will be adjusted accordingly. Based on the Company’s current Share price it is unlikely that any of these Options will be exercised.

4.2 Capital Structure

The effect of the Offer will be to increase the number of Shares on issue by approximately 288,670,665 Shares.

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Upon completion of the Offer, the issued capital of the Company will comprise:

Shares	Number
Shares at the date of this Prospectus	288,670,665
Shares offered pursuant to this Prospectus	288,670,665
Post Completion of Offer	577,341,330

Options	Number
Options at the date of this Prospectus	16,550,000
Options offered pursuant to this Prospectus	Nil
Post Completion of Offer	16,550,000

Note:

This table is based on the number of Shares and Options on issue as at the date of this Prospectus.

The actual number of Shares and Options that are on issue on completion of the Offer will depend on whether any of the existing Option holders exercise their Options into Shares before the Record Date.

4.3 Pro-forma Balance Sheet

The effect of the Offer will be to increase cash reserves by approximately $577,340 (before estimated expenses of the Offer).

The unaudited pro-forma Balance Sheet has been prepared by adjusting the unaudited Balance Sheet as at 30 April 2009 to reflect the financial effect of the following transactions as if they had occurred at 30 April 2009.

• (a) Issue of 288,670,665 Shares at an issue price of 0.2 cents per Share raising approximately $577,340;

• (b) Costs of $26,000 associated with the Shares issued under this Prospectus; and

• (c) Net proceeds of the issue therefore being approximately $551,340.

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	Unaudited 30 April 2009 Proforma 30 April 2009
CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other financial assets Other assets Total Current Assets NON-CURRENT ASSETS Land and improvements at fair value Other property, plant and equipment Total Non-Current Assets Total Assets CURRENT LIABILITIES Trade and other payables Provisions Total Current Liabilities NON-CURRENT LIABILITIES Provisions Total Non-Current Liabilities Total Liabilities NET ASSETS EQUITY Contributed equity Reserves Accumulated Losses Total Equity	$ $ 306,419 857,759 77,137 77,137 66,751 66,751 48,437 48,437
	498,744 1,050,084 1,800,000 1,800,000 11,952 11,952
	1,811,952 1,811,952
	2,310,696 2,862,036
	129,460 129,460 33,312 33,312
	162,772 162,772 21,705 21,705
	21,705 21,705
	184,477 184,477
	2,126,219 2,266,559
	23,371,423 23,371,423 2,063,940 2,063,940 (23,309,144) (23,309,144)
	2,126,219 2,126,219

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5. RISK FACTORS

5.1

Introduction

The business activities of Freedom Eye are subject to risks which may impact on its future performance. There can be no guarantees that Freedom Eye will achieve its stated objectives or that any forward looking statements will eventuate.

An investment in Freedom Eye should be considered speculative. Set out below is a nonexhaustive list of some of the risk factors which should be considered before subscribing for New Shares under this Prospectus. Some of these risk factors can be mitigated by the use of safeguards and appropriate systems and actions, but many are outside the control of Freedom Eye and cannot be mitigated.

The Board recommends that investors consider the risks described below and information contained elsewhere in this Prospectus, as well as consulting with their professional advisers before deciding whether or not to apply for the securities.

5.2 Specific Risks

Pharmaceutical Industry/Biotechnology Industry Specific Risks Possible Volatility of Share Price

The trading price of Shares may be volatile and could be subject to wide fluctuations in response to a number of factors such as actual or anticipated variations in Freedom Eye’s operating results, announcements of innovations or new strategies by Freedom Eye or its competitors, conditions or trends in the pharmaceutical industry, changes in the market valuations of other pharmaceutical companies, announcements by Freedom Eye or its competitors or significant acquisitions, strategic partnerships, joint ventures or capital commitments, additions or departures of key personnel, sales of shares or other securities of Freedom Eye in the open market and other events or factors, many of which are beyond Freedom Eye’s control.

Competition Risk

There is a high level of competition in the pharmaceutical/biotechnology industry generally. It is possible that other pharmaceutical/biotechnology companies will develop products similar to those of Freedom Eye. If that was to occur, it may have a material adverse effect on the operating and financial performance of Freedom Eye.

Such competition can have the effect of:

• rendering costly research and development obsolete;

• decreasing the financial value of products or research products; and

• reducing pricing and profit margins.

Pharmaceutical Research

There are inherent risks in pharmaceutical research and development which include:

• uncertainty of the outcome of research;

• difficulties or delays in development of drug candidates;

• failure or inconclusive results of trials and tests undertaken; and

• general uncertainty related to the scientific development of new medical products.

Regulatory Approvals

Complex government and health regulations, which are subject to change, add uncertainty to obtaining approval to market pharmaceutical products.

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Delays may be experienced in obtaining regulatory approvals which may delay products from entering the market place. This may adversely affect Freedom Eye’s competitive position in the market.

There can be no assurance that regulatory clearance will be obtained for a product or that the data obtained from clinical trials will not be the subject of varying interpretations.

Additional Capital Requirements

Pharmaceutical research and development activities require a high level of funding over a long period of time. Substantial additional funding may be required from time to time to complete the commercialisation of Freedom Eye’s products. There is no assurance that additional funding will be available to Freedom Eye in the future or be secured on acceptable terms.

Market Acceptance

Market acceptance of Freedom Eye’s products is uncertain. These uncertainties may arise as a result of pricing, drug delivery timing, delays in marketing any of Freedom Eye’s drug candidates, the advancement of new competitive products; and the discovery and development of a new drug. Accordingly there can be no assurance that Freedom Eye’s formulation, if approved for marketing will be successful in the market place, or that Freedom Eye will receive any profits from the sale of its products.

Technology Intellectual Property Rights

Freedom Eye’s success may depend, in part, on its ability to obtain and maintain patents, maintain trade secret protection and operate without infringing the proprietary rights of third parties. Because the patent positions of biotechnology and pharmaceutical companies can be highly uncertain and frequently involve complex legal and factual questions, neither the breadth of claims allowed in biotechnology and pharmaceutical patents, nor their enforceability, can be predicted with any certainty. There can be no assurance that any patents which Freedom Eye may own or control will afford Freedom Eye commercially significant protection of its technology or its products or have commercial application.

Other Specific Risk Factors

Reliance on Key Personnel

Freedom Eye’s prospects depend in part on the ability of its directors, executive officers and senior management to operate effectively, both independently and as a group. To manage its growth, Freedom Eye must attract and retain additional highly qualified management, and continue to implement and improve operational, financial and management information systems.

Future Capital Needs and Additional Funding

The funds raised by the Offer will be used to carry out the Company's objectives as detailed in this Prospectus. The Company's ability to raise further capital (equity or debt) within an acceptable time, of a sufficient amount and on terms acceptable to the Company will vary according to a number of factors, including prospectivity of projects (existing and future), the results of due diligence and stock market and industry conditions at that time.

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No assurance can be given that future funding will be available to the Company on favourable terms (or at all). If adequate funds are not available on acceptable terms the Company may not be able to further develop its projects and it may impact on the Company's ability to continue as a going concern.

Potential Acquisitions

As part of its business strategy, the Company may make acquisitions of or significant investments in one or more potential new business opportunities. Any such transactions would be accompanied by risks commonly encountered in making such acquisitions.

5.3 General Risks

Securities Investments and Share Market Conditions

There are risks associated with any securities investment. The prices at which the securities trade may fluctuate in response to a number of factors.

Furthermore, stock markets in general may experience significant price and volume fluctuations that may not be at all related to the operating performance of companies listed on stock exchanges. Broad market and industry factors may materially and adversely affect the market price of the Securities, regardless of Freedom Eye’s operating performance. Neither the Company nor the Directors warrant the future performance of the Company, or any return of an investment in the Company.

Economic Risk

Changes in the general economic climate in which the Company operates may adversely affect the financial performance of the Company. Market fluctuations as well as general political and economic conditions such as recession or interest rate or currency rate fluctuations, may also adversely affect the market price of the Securities. Factors that may contribute to that general economic climate include the level of direct and indirect competition against the Company, industrial disruption, the rate of growth of gross domestic product in Australia, interest rates and the rate of inflation.

Legislative

Changes in relevant taxes, legal and administration regimes, accounting practices and government policies may adversely affect the financial performance of the Company.

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6. RIGHTS AND LIABILITIES ATTACHING TO SHARES

The rights and liabilities attaching to Shares in the Company are:

• (a) set out in the Constitution of the Company, a copy of which can be inspected, free of charge, at the registered office of the Company during normal business hours; and

• (b) in certain circumstances, regulated by the Corporations Act, the Listing Rules and the general law.

The following is a summary of the more significant rights and liabilities attaching to the Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

Meetings and notices

Each shareholder is entitled to receive notice of and to attend general meetings of the Company and to receive all notices, financial reports and other documents required to be sent to shareholders under the Constitution, the Corporations Act or the Listing Rules.

Voting

At meetings of shareholders, every shareholder present in person or by proxy, attorney or representative has one vote on a vote taken by a show of hands, and, on a poll has one vote for every fully paid Share held by him or her, and a proportionate vote for every partly paid Share. A poll may be demanded by the chairperson of the meeting, by any five shareholders present in person or by proxy, attorney or representative or by any one or more shareholders who are together entitled to not less than 5% of the votes that may be cast on the resolution on a poll.

Dividends

Dividends are payable out of the Company's profits and are declared or determined to be payable by the Directors.

Transfer

A shareholder may transfer all or any of its Shares by:

• in the case of an ASTC-regulated transfer, in any manner required or permitted by the Listing Rules or ASTC Settlement Rules; and

• in other cases, using any written transfer instrument in any common form or form approved or adopted by ASX or the Directors.

The Directors may decline to register any transfer where permitted to do so by the Listing Rules and must decline to register a transfer of Shares where required by the Listing Rules.

Liquidation Rights

The Company has one class of shares on issue, ordinary shares. Each ordinary Share ranks equally in the event of liquidation.

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Variation of Rights

Subject to the Listing Rules, the rights attached to the Shares may be varied with the consent in writing of shareholders holding three-quarters of the Shares or by a special resolution passed at a general meeting of the holders of the Shares in accordance with the Corporations Act .

Alteration of constitution

The Constitution can only be amended by a special resolution (that is, a resolution that has been passed by at least three-quarters of the votes cast by shareholders entitled to vote on the resolution).

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7. ADDITIONAL INFORMATION

7.1 Underwriting Agreement

The Offer is fully underwritten. Both Kirke Securities Limited and GKB Global Pty Ltd have each separately agreed to underwrite 50% of the Shortfall. The Underwriters will not be paid a fee for underwriting the Offer. Kirke Securities Pty Ltd will be paid a management fee of $10,000 for assisting the Company with the Offer. No underwriting fee is payable to either Underwriter.

Director Russell Barnett is a director of Kirke Securities Limited. Russell Barnett has no equity interest in Kirke Securities Limited.

Director Grant Bennett is a director and controlling shareholder of GKB Global Pty Ltd.

Each underwriting is on standard terms and conditions including the right of Kirke Securities Limited and GKB Global Pty Ltd to terminate their respective underwriting in the event there being a material adverse change to the financial position or prospect of the Company prior to completion of the Offer.

The Underwriting Agreements do not contain any further terms.

No issue of the Shortfall will result in a party’s voting power in the Company exceeding 20%.

7.2 Sub-Underwriting

Russell Barnett and David Sparling, both of whom are Directors of the Company currently hold shares and options in the Company details of which are set out in section 7.4 of this Prospectus.

They have agreed to sub-underwrite part of the Offer as follows:

Russell Barnett - $20,000

David Sparling - $20,000

The respective sub-underwriting commitments are unconditional and are irrevocable. No sub-underwriting fee is payable.

If the Offer does not proceed or the Underwriter terminates its obligations under the Underwriting Agreement, the sub-underwriting arrangements will terminate immediately.

7.3 Underwriter interest in Company's Securities

The current interests of the Underwriters in the Company’s securities are:

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Underwriter	Shares	% of Total Shares
Kirke Securities Limited	7,500,000	2.6%
GKB Global Pty Ltd	4,644,286	1.6%

Director Russell Barnett is a director of Kirke Securities Limited. Russell Barnett has no equity interest in Kirke Securities Limited.

Director Grant Bennett is a director and controlling shareholder of GKB Global Pty Ltd.

7.4 Interests of Directors

Other than as set out below or elsewhere in this Prospectus, no Director or proposed Director holds at the date of this Prospectus, or held at any time during the last two years before the date of lodgement of this Prospectus with ASIC, any interest in:

• (a) the formation or promotion of the Company; or

• (b) any property acquired or proposed to be acquired by the Company in connection with its formation or promotion of the Company or the Offer; or

• (c) the Offer;

and no amounts have been paid or agreed to be paid by any person and no benefits have been given or agreed to be given by any person:

• (a) to a Director or proposed Director to induce him or her to become, or to qualify as, a Director; or

• (b) for services provided by a Director or proposed Director in connection with the formation or promotion of the Company or the Offer.

Holdings of Directors

Directors	Shares	Options
Russell Barnett	7,860,000	-
Grant Bennett	4,644,286	-
David Sparling	17,143	5,000,000

The table above does not take into account the Shares that Directors may be entitled to pursuant to this Offer. Directors have indicated that they intend to take up their Entitlements and in addition, Russell Barnett and David Sparling have agreed to subunderwrite part of the Offer details of which are set out in section 7.2.

Director Russell Barnett is a director of Kirke Securities Limited. Russell Barnett has no equity interest in Kirke Securities Limited.

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Director Grant Bennett is a director and controlling shareholder of GKB Global Pty Ltd.

The table above does not take into account the Shares that they may have an interest in as a result of the Underwriters being issued Shares pursuant to this Offer.

Mr Russell Barnett is paid $30,000 per annum as a non executive Chairman. In the two years prior to the date of this Prospectus Mr Barnett has received a total remuneration of approximately $57,408.30.

Mr Grant Bennett is paid $24,500 per annum as a non executive Director. In the two years prior to the date of this Prospectus Mr Bennett has received a total remuneration of approximately $51,073.33.

Dr David Sparling is paid $235,000 per annum as the Chief Operating Officer. In the two years prior to the date of this Prospectus Dr Sparling has received a total remuneration of approximately $449,782.50. In order to further reduce ongoing expenses, the Company may make the position of Chief Operating Officer redundant. In the event that Dr Sparling is made redundant his employment contract stipulates that a payment of six months salary would be payable by the Company.

Directors are also entitled to be reimbursed for reasonable expenses incurred by them in providing their services to the Company.

The Directors are not required to hold any Shares in the Company under the Constitution.

7.5 Interests of Experts and Advisors

Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the two year period ending on the date of this Prospectus, any interest in:

• (a) the formation or promotion of the Company; or

• (b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or

• (c) the Offer.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, securities or otherwise) have been paid or agreed to be paid to any expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Offer.

Kirke Securities Limited and GKB Global Pty Ltd are underwriting the Offer. Neither party is receiving a fee for underwriting the Offer. Kirke Securities Limited will receive a fee of $10,000 for assisting the Company with the Offer. In the last two years, the Underwriters have not been paid any other amounts by the Company.

Freedom Eye Limited Prospectus

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7.6 Expenses of the Offer

The total expenses of the Offer including management fees to one of the underwriters, legal fees, ASX and ASIC fees and other miscellaneous expenses will be approximately $26,000.

7.7 Consents

The following parties has given their written consent to be named in this Prospectus and for the inclusion of statements made by that party (as described below in the form and context in which they are included), and has not withdrawn such consent before lodgement of this Prospectus with ASIC.

Kirke Securities Limited and GKB Global Pty Ltd have consented to being named as the Underwriters to the Offer and the inclusion in the Prospectus of all statements referring to them.

The parties referred to above in this section:

• do not make, or purport to make any statement in this Prospectus, or on which a statement made in this Prospectus is based other than as specified in this Section;

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in the Prospectus with the consent of that party as specified in this Section; and

• have not caused or authorised the issue of this Prospectus.

7.8 Share Trading History

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest and lowest market price of the Company’s quoted Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales and the last sale prior to lodgement of this Prospectus with ASIC were:

ospectus with ASIC were:
	Price	Date
Highest	$0.007	18 to 28 May 2009
Lowest	$0.004	10 to 22 June 2009
Latest	$0.004	22 June 2009

7.9 No Entitlement Trading

As the Offer is non-renounceable, Shareholders may not sell or transfer all or any part of their respective Entitlements.

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Entitlements not taken up will revert to the Underwriters which is obligated, pursuant to the terms of the Underwriting to meet the Shortfall.

7.10 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

7.11 Electronic Prospectus

Pursuant to Class Order 00/44, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

If you have received this Prospectus as an electronic Prospectus, please ensure that you have received the entire Prospectus accompanied by the application form. If you have not, please phone the Company on (08) 9355 0399 and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both. Alternatively, you may obtain a copy of this Prospectus from the Company’s website at www.freedomeye.com.

The Company reserves the right not to accept an application form from a person if it has reason to believe that when that person was given access to the electronic application form, it was not provided together with the electronic Prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or altered.

7.12 Continuous Disclosure Obligations

The Company is a "disclosing entity" (as defined in Section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities. The Shares that will be issued pursuant to this Prospectus will be in the same class of Shares that have been granted official quotation by ASX during the 3 months prior to the issue of this Prospectus.

In general terms "transaction specific prospectuses" are only required to contain information in relation to the effect of the Offer on the Company and the rights and liabilities attaching to the securities offered. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the securities market conducted by ASX.

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Page 23

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

The Company, as a disclosing entity under the Corporations Act, states that:

• (a) it is subject to regular reporting and disclosure obligations;

• (b) copies of documents lodged with ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of ASIC; and

• (c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:

• (i) the annual financial report most recently lodged by the Company with ASIC;

• (ii) any half-year financial report lodged with ASIC by the body after the lodgement of the annual financial report and before the lodgement of the copy of the Prospectus with ASIC;

• (iii) any continuous disclosure notices given by the Company after the lodgement of the annual financial report and before the lodgement of the copy of the Prospectus with ASIC.

The Company lodged its latest annual financial report with ASX on 29 September 2008. The following documents have been lodged with ASX since the date of lodgement of the Company's latest annual financial report:

Announcements Made as Freedom Eye Ltd.

Announcements Made as Freedom Eye Ltd.	Announcements Made as Freedom Eye Ltd.
4/06/2009	Withdrawal of Shareholder Requisition.
3/06/2009	Change of Share Registry
18/05/2009	Final Director’s Interest Notice
18/05/2009	Initial Director’s Interest Notice
18/05/2009	Director Appointment/Resignation
15/05/2009	Appointment of New Chairman
15/05/2009	Director Appointment/Resignation
13/05/2009	Shareholder Requisition to Hold a General Meeting
12/05/2009	Executive Chairman to become Non-Executive Chairman

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30/04/2009	Appendix 4C - quarterly
22/04/2009	Number of Shares on Issue
21/04/2009	Licence and Release Agreement Secured for Coramsine
02/04/2009	Baldivis Property Valuation
31/03/2009	Freedom Eye Allows Vista Vision Acquisition to Expire
27/02/2009	Half Yearly Report and Accounts and 4D
29/01/2009	Appendix 4C - quarterly
18/12/2008	Vista Deal Finalisation and Option Extension
05/12/2008	Company Name Change
Announcements Made as Solbec Pharmaceuticals Ltd.
27/11/2008	Executive Changes at Solbec/Freedom Eye Ltd
26/11/2008	Results of AGM 2008
26/11/2008	AGM Presentation 2008
28/10/2008	Appendix 4C - quarterly
27/10/2008	Letter to Shareholders re AGM
27/10/2008	Notice of Annual General Meeting/Proxy Form
27/10/2008	Annual Report to shareholders
29/09/2008	Full Year Statutory Accounts

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Page 25

8. DIRECTORS' AUTHORISATION AND CONSENT

This Prospectus is authorised by the Company and lodged with the ASIC pursuant to section 718 of the Corporations Act.

Each Director has consented to lodgement of this Prospectus with ASIC in accordance with the terms of section 720 of the Corporations Act and has not withdrawn that consent.

Dated: 23 June 2009.

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

Signed for and on behalf of Freedom Eye Limited

By Mr Russell Barnett

Chairman

Freedom Eye Limited Prospectus

Page 26

9. GLOSSARY

Where the following terms are used in this Prospectus they have the following meanings:

ASIC	means the Australian Securities and Investments
	Commission.
ASX	means the ASX Limited ACN 008 624 691.
Board	means the Board of Directors.
Closing Date	means the closing date for receipt of Entitlement and
	Acceptance Forms under this Prospectus, estimated to be
	5.00 pm WST on 21 July 2009 or an amended time as set by
	the Board.
Company or Freedom	means Freedom Eye Limited ABN 85 061 289 218.
Eye
Constitution	means the constitution of the Company as at the date of this
	Prospectus.
Corporations Act	means the Corporations Act 2001 (Cth).
Director	means a director of the Company as at the date of this
	Prospectus.
Eligible Participants	means shareholders who are registered as at 5.00 pm WST
	on 1 July 2009 who are entitled to subscribe under the Offer.
Entitlement	means the right of a Shareholder to subscribe for Shares
	under the Offer.
Entitlement and	means the personalised entitlement and acceptance form
Acceptance Form	attached to or accompanying this Prospectus.
Listing Rules	means the official listing rules of the ASX.
Offer	means the offer of Shares pursuant to this Prospectus.
Official List	means the official list of ASX.
Official Quotation	means official quotation by ASX in accordance with the Listing
	Rules.
Opening Date	means the date on which the Offer opens.
Option	means an option to acquire a Share in the capital of the
	Company.
Prospectus	means this Prospectus.
Record Date	means 1 July 2009 being the date for determining the
	Shareholder’s Entitlement to participate in this Offer.

Share	means a fully paid ordinary share in the Company.
Shareholder	means the registered holder of Shares in the Company.
Shortfall	means the Shares forming Entitlements, or parts of
	Entitlements, not accepted by Shareholders.
Underwriters	means Kirke Securities Limited (ACN 009 115 440) and GKB
	Global Pty Ltd (ACN 113 948 311).
Underwriting	means the underwriting agreements between the Company
Agreements	and the Underwriters summarised in section 7.1
WST	means Western Time as observed in Perth, Western
	Australia.
$ or Dollars	means Australian dollars unless otherwise stated.