CRYOSITE LIMITED — Capital/Financing Update 2004

Apr 26, 2004

PROSPECTUS

Cryosite Limited

ABN 86 090 919 476

Non Renounceable Rights Issue

A non-renounceable rights issue of New Shares on the basis of 1 New Share for every 4 Shares held, at an issue price of \$0.15 per New Share

The Offer closes at 5.00pm on 20 May 2004

Important Information

This document is important and requires your immediate attention. If after reading this Prospectus you have any questions about the New Shares being offered pursuant to this Prospectus or any other matter, then you should consult your professional adviser.

An investment in the New Shares offered by this Prospectus should be considered speculative.

CONTENTS

A LETTER FROM THE CHAIRMAN
IMPORTANT INFORMATION
CORPORATE DIRECTORY
SUMMARY OF THE OFFER
1. DETAILS OF THE OFFER
2. IMPORTANT COMPANY DOCUMENTS
3. PURPOSE OF THE OFFER
4. EFFECT OF THE ISSUE ON THE COMPANY
5. RISK FACTORS
6. ADDITIONAL INFORMATION
GLOSSARY

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A LETTER FROM THE CHAIRMAN

27 April 2004

Dear Investor

This Prospectus seeks to raise approximately \$1,326,562 by offering Shareholders a nonrenounceable rights issue of one (1) New Share in Cryosite for every 4 Shares held by Shareholders at the Record Date. The subscription price is \$0.15 per share purchased.

Existing Option holders are not eligible to participate in this Offer unless they have exercised their Options on or before the Record Date. The issue of New Shares is underwritten and the Underwriter will take up any rights not taken up by Shareholders.

At the Annual General Meeting of the Company in October last year, I highlighted the progress that the Company had made during the previous year and also outlined our focus for the next 12 months. I also indicated that the Board proposed to raise additional funds.

Your directors have now decided to raise additional funds via a non-renounceable rights issue, the terms of which are contained in this Prospectus.

In addition, your directors are seeking to raise further capital through a Share Purchase Plan ("SPP") offer to existing shareholders. The terms of the SPP are contained in the SPP Terms and Conditions enclosed with this Prospectus. The SPP is a separate offering to the Offer. Shareholders' entitlements under the Offer are not affected by the SPP. For convenience, the Company is enclosing the Prospectus along with the SPP Terms and Conditions and Application and Payment Form.

The Company continues to experience an acceptable increase in revenue from its various activities and reported a 13.5% increase in revenue to 31 December 2003 compared with the same period in the previous year.

The upgrade to our facilities to support the expansion of the clinical trial logistics business that I mentioned at the AGM is continuing, with clients enjoying the benefits of the upgrade.

This laboratory is accredited under the accreditation scheme von antennance of Testing Authorities, Australian
of the National Association of Testing Authorities, Australia and
The Royal College of Pathologists of Australesia 9 Sírius Road Lane Cove NSW 2066 Australia phone +61 2 9420 1400 fax +61 2 9420 1414 email store@cryosite.com www.cryosite.com Cryesite Ltd ABN 86 090 919 476

The other prospective projects that I referred to at the AGM are all proceeding and we remain confident that the majority of these will have successful outcomes within the next 3 to 6 months.

In summary, I would like to emphasise that the Company is committed to maintaining its prudent approach to capital management and accordingly intends to use the funds raised to:

• ensure that we are able to participate in large project tenders in Cryosite's areas of business;
• assist in funding current and proposed capital expenditure, and $\bullet$
• maintain adequate working capital. $\bullet$

I intend to take up my entitlements under the Offer in full. I invite you to consider this investment opportunity.

On behalf of the Board and myself I do thank all Shareholders for their loyalty and past support.

If you are a Shareholder this document is important and requires your immediate attention. It should be read in its entirety. Please read carefully the instructions on the accompanying Entitlement and Acceptance Form regarding the acceptance of your entitlement. If you are in any doubt as to the course of action you should take, you should consult your stockbroker, solicitor, accountant or other professional adviser immediately.

Yours faithfully

Richard Grellman Chairman

IMPORTANT INFORMATION

Important Notice

Investment in the New Shares that are offered under this Prospectus should be considered speculative. Applicants should read this Prospectus in its entirety before deciding to apply for the New Shares. If, after reading this Prospectus, you have any questions as to how to deal with this Prospectus, you should contact your stockbroker, solicitor, accountant or professional adviser.

Important Information

This Prospectus is dated 27 April 2004 and was lodged with ASIC on that date with the consent of all the Directors. The Company will apply to the ASX within seven days after the date of the Prospectus for official quotation by ASX of the New Shares. No New Shares will be allotted or issued on the basis of this Prospectus after the expiry date of this Prospectus, being 13 months after the date of this Prospectus.

Neither ASIC, ASX nor their officers take any responsibility for the contents of this Prospectus. This Prospectus has been lodged in Australia and no action has been taken by the Company to lodge this Prospectus in any jurisdiction outside of Australia. The Entitlement and Acceptance Form accompanying this Prospectus is important. Please refer to the instructions in section 1.4 of this Prospectus regarding the acceptance of your entitlement. Applications can only be submitted on a valid Entitlement and Acceptance Form that is only available with this Prospectus. This Prospectus is not to be distributed in, and no offer of New Shares is to be made in countries other than Australia and New Zealand. Applicants resident outside Australia and New Zealand should consult their professional adviser as to whether any consents are required or whether any formalities need to be observed in the jurisdiction of their residence to enable them to accept their entitlement pursuant to the Offer.

This Prospectus does not constitute an offer in any place where, or to any person to whom, it would not be lawful to make an offer. The distribution of this Prospectus in jurisdictions outside the Commonwealth of Australia may be restricted by law, and Shareholders in those jurisdictions should seek advice on and observe all applicable restrictions. Any failure to comply with applicable restrictions may constitute a violation of applicable securities laws.

This document is important and should be read in its entirety before deciding to participate in the Offer. This Offer does not take into account your investment objectives, financial or taxation situation or particular needs. Before making any investment in the Company, you should consider whether such an investment is appropriate to your particular needs, objectives and financial circumstances and you should consult your stockbroker, solicitor, accountant or other professional adviser without delay. By returning an Entitlement and Application Form, you acknowledge that you have received and read this Prospectus and you have acted in accordance with the terms of the Offer detailed in this Prospectus. All references to currency are to Australian dollars and all references to time are to AEST, unless otherwise indicated.

Capitalised terms in this Prospectus are defined in the Glossary.

CORPORATE DIRECTORY

BOARD OF DIRECTORS

Richard Grellman FCA - (Non-Executive Chairman) Theodore Onisforou B. Com, LLB. - (Non-Executive Director) Professor Ronald Penny AO, DSc, MD, FRACP, FRCPA - (Non-Executive Director) Dr Peter French BSc, MSc, PhD, MBA - (Non-Executive Director) Gordon Milliken Dip. Med. Tech., Grad. Dip. Ops. Mgt. - (Managing Director)

COMPANY SECRETARY

Brvan Dulhunty BEc, CA

REGISTERED OFFICE

Cryosite Limited 9 Sirius Road LANE COVE NSW 2066 AUSTRALIA

Tel: +61 2 9420 1400 Fax: +61 2 9420 1414 Email: spp@cryosite.com Website: www.cryosite.com

SHARE REGISTRY

ASX Perpetual Registrars Limited Level 8 580 George Street SYDNEY NSW 2000 AUSTRALIA

Tel: +61 2 8280 7111 Fax: +61 2 9287 0303

UNDERWRITER TO THE OFFER

Southern Cross Equities Limited Level 32, Aurora Place 88 Phillip Street SYDNEY NSW 2000 AUSTRALIA Tel: +61 2 9231 0880 Fax: +61 2 9231 0588

LAWYERS TO THE COMPANY

Ebsworth & Ebsworth Level 23 135 King Street SYDNEY NSW 2000 AUSTRALIA

Tel: +61 2 9234 2366 Fax: +61 2 9235 3606

SUMMARY OF THE OFFER

Summary of Key Investment Features

New Share Issue Price	\$0.15 per New Share
Qualifying Shareholder Entitlement	1 New Share for every 4 Shares held 1
Number of New Shares to be issued under the Offer (if no eligible Options exercised)	Up to 8,843,750 2
Number of New Shares to be issued under the Offer (if all eligible Options are exercised)	Up to 8,984,375 2
Amount to be raised under the Offer (if no eligible Options exercised)	Up to \$1,326,562 2
Amount to be raised under the Offer (if all eligible Options are exercised)	Up to \$1,347,656 2
Amount to be underwritten under the Offer	Up to \$1,326,562 3
NOTE: As at 5:00pm on the Record Date

As at 5:00pm on the Record Date. $\overline{2}$ These numbers are approximate.

3 See section 6.8.

Summary of Key Dates

Record Date to determine entitlement to New Shares	5:00pm 5 May 2004
Opening date of Offer	6 May 2004
Closing Date and time for receipt of Entitlement and Acceptance Forms under the Offer and payment in full for New Shares	5:00pm 20 May 2004
Date of allotment of New Shares	28 May 2004
Date of quotation of New Shares	2 June 2004

These dates are subject to change and are indicative only. Cryosite reserves the right to amend this indicative timetable. In particular, Cryosite reserves the right, subject to the Corporations Act 2001 (Cth), ASX Listing Rules and the approval of the Underwriter, to extend the Closing Date of the Offer or to withdraw the Offer without prior notice.

Applications for New Shares under the Offer can only be made by completing the Entitlement and Acceptance Form in full, in accordance with the instructions on it and sending it to Cryosite Limited. A personalised Entitlement and Acceptance Form accompanies this Prospectus for use by Shareholders who are entitled to participate in the Offer.

The Offer is scheduled to close at 5:00pm on 20 May 2004. Entitlement and Acceptance Forms must be received by that time by Cryosite Limited, together with a cheque or bank draft in Australian currency drawn on an Australian branch of a financial institution for the amount of the application.

1. DETAILS OF THE OFFER

$1.1$ Introduction

This Prospectus contains an Offer under a non-renounceable pro-rata rights issue to holders of Shares in the Company who are resident in Australia and New Zealand to take up New Shares in the Company at a subscription price of \$0.15 per New Share, payable in full upon application. Shareholders can apply for 1 New Share for every 4 Shares held as at the Record Date (being 5.00pm on 5 May 2004). Existing Option holders are not eligible to participate in this Offer unless they have exercised their Options on or before the Record Date.

The Company is seeking to raise approximately \$1,326,562 under this Offer. The primary purpose of the Offer is to raise capital to:

• ensure that the Company is able to participate in large project tenders in its areas of $\bullet$ business:
• assist it in funding current and proposed capital expenditure, and $\bullet$
• maintain adequate working capital.

If you are a Shareholder, this document is important and requires your immediate attention. It should be read in its entirety. Please read carefully the instructions on the accompanying Entitlement and Acceptance Form regarding the acceptance of your entitlement. If you are in any doubt as to the course of action you should take, you should consult your stockbroker, solicitor, accountant or other professional adviser immediately.

$1.2$ Maximum Number of New Shares

The Company currently has 35,375,000 fully paid ordinary shares on issue. The Company is offering for subscription, under a non-renounceable pro-rata rights issue, New Shares in the Company on the basis of 1 New Share for every 4 Shares held with fractional entitlements rounded up to the nearest whole New Share. The subscription price for each New Share is \$0.15.

There are currently 2,250,000 Options on issue. Each Option entitles the holder, upon payment of the applicable exercise price, to subscribe for one Share. Of these Options, 562,500 are exercisable at \$0.40 each on or before the Record Date of this Prospectus. The number of New Shares issued may therefore increase if some or all of these Options are exercised prior to the Record Date. If all the Options are exercised, the number of Shares on issue prior to the New Shares being issued will increase by 562,500 and the Company will receive \$225,000 in subscription monies.

Shareholders' entitlements to subscribe for additional shares in the Company under the SPP are separate from Shareholders' entitlements to acquire New Shares under this Offer. Any shares which are issued to Shareholders in accordance with the Terms and Conditions of the SPP will not impact upon Shareholders' entitlements to purchase 1 New Share for every 4 Shares held as at the Record Date.

1.3 Timetable for the Issue

Lodgment of Prospectus	27 April 2004
Record Date to determine entitlements to the New Shares	5 May 2004
Prospectus and Entitlement and Acceptance Forms Despatched	6 May 2004
Closing Date for acceptance and payment of subscription price	20 May 2004
Allotment Date	28 May 2004

The Directors may alter the Closing Date, and any subsequent date, at their discretion.

Subscription Price

Each New Share is offered at a subscription price of \$0.15 payable in full upon acceptance.

Your Entitlement

The Company is making a non-renounceable pro-rata rights issue of New Shares in the Company on the basis of 1 New Share for every 4 Shares held.

The number of New Shares to which you are entitled is calculated as at the Record Date shown above, and is shown on the Entitlement and Acceptance Form which accompanies this Prospectus. Fractional entitlements to New Shares will be rounded up to the nearest whole New Share.

If as a Shareholder you do not take up your Entitlement, you will as a result of this Issue have your percentage shareholding in the Company diluted.

Issue Amount

The total number of New Shares to be issued pursuant to the Offer will be approximately 8,843,770 New Shares, to raise approximately \$1,326,562, before Issue costs. The number of New Shares could increase on the basis that the Options currently on issue might be exercised prior to the Record Date.

Entitlements and Acceptances

This Offer may be accepted in whole or in part prior to the Closing Date. There is no minimum subscription level. The Directors reserve the right to vary the timetable for the Issue, including extending the Offer period. You can only accept this Offer by completing the Entitlement and Acceptance Form, which accompanies this Prospectus.

$1.4$ Action required by Shareholders

Shareholders may:

A. Take up their entitlement in full

If you wish to take up all of your entitlement, please complete the Entitlement and Acceptance Form, which accompanies this Prospectus, in accordance with the instructions set out in the Form. Forward your completed Entitlement and Acceptance Form, together with your cheque or bank draft for the amount shown on your Form, in the reply paid envelope to reach Cryosite by 5.00pm on the Closing Date or such later date as the Directors notify.

Cheques and bank drafts, in Australian currency, should be made payable to "Cryosite" Limited " and crossed "not negotiable".

$\mathbf{B}$ . Take up part of their entitlement

If you wish to take up part only of your entitlement, please complete the Entitlement and Acceptance Form, which accompanies this Prospectus, by inserting the number of New Shares for which you wish to accept the Offer under this Prospectus (being less than your entitlement as specified on the Entitlement and Acceptance Form) and forward the completed Form together with your cheque or bank draft for the total amount payable to reach Cryosite by 5:00pm on the Closing Date or such later date as the Directors notify.

Cheques and bank drafts, in Australian currency, should be made payable to "Cryosite" Limited " and crossed "not negotiable".

$\mathbf{C}$ . Decline the Offer

If you do not wish to take up any part of your entitlement to New Shares, you are not required to take any action, in which case you will receive no New Shares and your rights will lapse.

If you do not take up your Entitlement, you will as a result of this Issue have your percentage shareholding in the Company diluted.

If you have any queries concerning your entitlement, please contact ASX Perpetual Registrars Limited telephone +61 2 8280 7111 or contact your stockbroker or professional adviser.

Entitlement and Acceptance Forms and accompanying cheques or bank drafts may be lodged at any time before the Closing Date. Applications received after the Closing Date will not be accepted. The Company will not be responsible for postal or delivery delays.

1.5 Shareholders resident outside Australia and New Zealand

The Company will only extend the Offer to Shareholders with registered addresses in Australia and New Zealand. The Company considers it would be unreasonable to extend the Offer to Shareholders with registered addresses in other jurisdictions having regard to the small number of such Shareholders, the small number and value of securities that would be offered in such jurisdictions and the costs of complying with legal and regulatory requirements in those jurisdictions.

It is the responsibility of any person who comes into possession of this Prospectus outside Australia or New Zealand to ensure compliance with all laws of any country relevant to their application. Any person not in Australia or New Zealand considering taking up their entitlement and Shareholders who are resident outside those countries should consult their professional advisers as to whether or not any governmental or other consents are required, or if other formalities need to be observed, to enable them to accept the New Shares under this Prospectus.

This Prospectus does not constitute an offer in the USA or in any place in which, or to any person to whom, it would not be lawful to make such an offer.

1.6 Opening and closing dates

The Prospectus will be despatched by no later than 6 May 2004 and the Offer will close on 20 May 2004.

$1.7$ Allotment

The New Shares are expected to be allotted by not later than 28 May 2004.

All Shareholders who accept the Offer will receive the entitlement for which they have applied, in full.

Terms of the New Shares 1.8

The terms of the New Shares are set out in section 6.1. The New Shares will rank equally with the existing fully paid Shares of the Company. The rights and liabilities attaching to the New Shares are summarised in section 6.2.

1.9 Underwriting

The Offer is fully underwritten by Southern Cross Equities Limited and any rights not taken up by Shareholders will be taken up by the Underwriter. A summary of the Underwriting Agreement between the Company and the Underwriter is set out in section 6.8.

$2.$ IMPORTANT COMPANY DOCUMENTS

This Prospectus is issued by the Company in accordance with section 713 of the Corporations Act 2001 (Cth).

The Company states that:

• as a disclosing entity it is subject to regular reporting and disclosure obligations; $(a)$
• copies of documents lodged with ASIC in relation to the Company may be $(b)$ obtained from, or inspected at, an ASIC office; and
• any person may request, and the Company will provide free of charge, a copy of $(c)$ each of the following documents during the Offer period of this Prospectus:
• the Company's annual financial report for the year ended 30 June 2003, $(i)$ being the most recent annual financial report lodged with ASIC by the Company;
• the Company's half-yearly financial report for the six months ending $(ii)$ 31 December 2003 being the most recent half-yearly financial report lodged with ASIC by the Company; and
• any continuous disclosure notices given by the Company since the $(iii)$ lodgment of the annual financial report referred to in (i) above and before the lodgment of this Prospectus.

The information noted in paragraph (c) may be of interest to investors and their financial advisers.

The Directors rely upon section 713(4) of the Corporations Act 2001 (Cth) with the inclusion by reference of material referred to above for full disclosure of relevant information to Shareholders for the purposes of section 713 of the Corporations Act 2001 $(Cth).$

3. PURPOSE OF THE OFFER

$3.1$ Application of Funds

The Company is seeking to raise approximately \$1,326,562 under this Offer. The primary purpose of the Offer is to raise capital to:

• ensure the Company is able to participate in large project tenders in its areas of business:
• assist in funding current and proposed capital expenditure, and
• maintain adequate working capital.

Until we use the net proceeds of this Offer for the above purposes, we intend to invest the funds in secure short-term liquid investments.

$3.2$ Business Update

Cryosite Ltd raised \$3.4 million under a prospectus dated 12 March 2002 and has devoted a significant proportion of its resources to developing its unique range of services that were outlined in that prospectus. Following the successful completion of the initial public offering in May 2002 and the Company's listing on the ASX, the Company has made significant steps towards reaching the goals that were outlined at that time.

The cord blood service has been successfully introduced. Although there is still a lot of work to be done to achieve our aim of storing cord blood for 1% of all births in Australia, we remain confident that due to the long-term contacts involved with individual customers, this service has the capacity to provide significant cash flow for a long time. As the pioneer private cord blood service that covers all of Australia we intend to continue to explore the most cost-effective means to successfully market our service.

Cryosite's archival storage service is continuing to build up a growing list of clients who have entrusted the secure storage of often invaluable samples with Cryosite. In addition, we are currently undertaking contract negotiations with a major industry participant which have the potential to provide substantial revenues for the Company. These negotiations are commercial in confidence, but we reasonably believe that these negotiations are likely to be successful and that a contract will be successfully concluded. Further refinements to our internet based sample management and inventory software, Cryobyte, are also continuing.

As we have previously reported at the AGM, our exclusive distribution agreement with the American Type Culture Collection Inc. continues to provide excellent returns which we expect to continue.

The clinical trials logistics service has increased significantly. A capital expenditure programme to construct a number of dedicated temperature-controlled storage rooms has now been completed and will help ensure that we are able to meet the very demanding requirements of clinical trial and pharmaceutical company clients.

Cryosite is a company that is able to service a wide spectrum of organisations that are involved in clinical research and development and biotechnology. Our business is very much aligned with the general rate of activity by all groups that fit into these general classifications. It is therefore vital that the Company continues to develop its range of services and marketing opportunities to maximise our returns. Consistent with our stated intention for the use of funds, the Company will continue to develop a range of integrated services based on its intellectual property, know-how and tangible assets. Cryosite aims to succeed in creating value in that portfolio and in turn see that reflected in higher share value.

$\overline{4}$ . EFFECT OF THE ISSUE ON THE COMPANY

Effect of Issue on the Company

The principal effects of the Issue will be:

• cash reserves will initially increase by approximately \$1,326,562 (before expenses $(a)$ of the Issue) to enable the Company to pursue its objectives (see section 3.1); and
• (b) the number of Shares on issue will increase to approximately 44,218,750.

The above assumes none of the Options which are currently on issue are exercised prior to the Record Date.

Further details of the possible effect of the Offer are set out below.

Issued Capital	Shares
Current	35,375,000
Proposed to be issued	8,843,750
Total issued capital following the Offer	44,218,750

The above assumes no Options are exercised prior to the Record Date.

Options on Issue

Capital Structure

There are currently 2,250,000 Options on issue. Of these, 562,500 are exercisable prior to the Record Date to subscribe for that number of Shares in the Company at the strike price of \$0.40 per Share. Details of these Options are:

Options issued to:	Number	Exercise price	Expiry Date
ESOP Members	1,300,000	\$0.40	2010
Non-ESOP Members	950,000	\$0.40	2010 1
	2,250,000
ALCOHOL:

$\mathbf{I}$ See section 6.5.

If all eligible Options able to be exercised at the Record Date were exercised, then the Company would receive \$225,000 in cash for subscription monies, and the total number of Shares on issue prior to the Issue would increase to 35,937,500.

5. RISK FACTORS

The New Shares offered under this Prospectus are considered speculative because of the nature of the business of the Company. Before applying for New Shares, you should consider whether the New Shares are suitable securities for you to acquire, having regard to your own investment objectives and financial circumstances.

In addition, the Directors consider that the following summary, which is not exhaustive, represents major risk factors of which potential investors need to be aware.

$5.1$ General Market Risks

General economic conditions

Any prolonged economic slowdown of global economies may impact on the Company.

Exchange Rate fluctuations

Cryosite has exposure to foreign currency movements in a number of different countries and its revenues and costs may therefore be subject to adverse currency fluctuations.

Managing growth

As the Company continues to grow, it must continue to implement and improve operating and financial systems and controls necessary to ensure the effective management of future growth. The Company must continue to expand, train, retain and manage its employee base. No assurance can be given of the ability to manage future growth.

Technology

Any inability to respond to technological changes in a timely manner may have an adverse impact on the revenues and earnings of the Company.

Financial market volatility

Markets are volatile. There is a risk that demand for the Company's products and services could vary with the movements in markets.

5.2 Investment Risks

Stockmarket Volatility

A number of factors affect the performance of stockmarket investments which could also affect the price at which Shares trade on the ASX and the value of Options. Among other things, the stockmarket may be affected by movements on international stockmarkets, local interest rates and currency exchange rates, domestic and international economic and political conditions, as well as government taxation and other policy changes. Accordingly there can be no assurance on how the New Shares will be valued or the level of interest in the New Shares amongst the investor market. There are general risks associated with any investment in the stock market. The value of the Company's shares listed on the ASX may rise or fall depending on a range of factors beyond the control of the Company. Similarly, the level of dividends paid on Shares can go down as well as up. Shares should generally not be considered as short-term investments. There may be tax implications arising from the application for New Shares, the receipt of dividends (both franked and unfranked) from the Company, participation in any on-market share buy-back and the disposal of Shares or New Shares.

Illiquid market

Shares cannot be traded in an illiquid market. The status of the Company as a listed public company does not mean that there will always be a market for trading in its Shares. As a result, potential investors may have only a limited opportunity to sell their Shares in the Company and may therefore have to bear the economic risk of holding the present investment in the Shares and New Shares for an indefinite period of time.

Generally speaking, Directors of a public company have no discretion to refuse to register a transfer of the company's shares. That, however, is essentially a formality. The ability to sell (or buy) shares in the Company, after the close of this Offer will depend upon the Company's progress and financial performance, the number and spread of Shareholders, and the range of other factors associated with all of the risks highlighted in this Prospectus.

You will only be able to benefit from holding Shares if the share price appreciates and a market exists for the Shares.

5.3 Business Risks

Growth Challenges

While there are companies successfully operating in the U.S.A. and Europe offering private umbilical cord blood services and cryogenic, archival storage facilities for the medical research and health service industries, Cryosite is the first private sector organisation and company in Australia to offer these services and facilities. Cryosite believes that future success for its cord blood service will depend on appropriate marketing to Australian families through their medical practitioners and hospitals and on delivering a quality service Australia wide. Similarly success with the cryogenic, archival storage and distribution aspects of its business will depend on focussed marketing to the medical research and health service institutions across Australia. Growth in Cryosite's archival services is also dependent on continuing investment in the technology sector by institutions, government and the private sector. There can be no assurance, however, that the Company will successfully achieve all or any of its stated business objectives.

Operational Failure

The Company provides services associated, in some cases, with the storage of irreplaceable materials, such as umbilical cord blood and samples from clinical trials. To minimise the risks of misplacing or rendering those samples worthless, the Company uses what it believes to be the most appropriate state of the art equipment, information and management systems, redundancy, maintenance and security measures. It has also developed documented Standard Operating Procedures ("SOPs") to ensure protection of the stored materials. However, the company is largely dependent on its employees and contractors to follow the SOPs and cannot absolutely guarantee the actions of its employees, contractors or third parties.

Premises Lease

The Company has an option to extend its existing office premises lease to 25 July 2007. If the Company is unable to secure a further lease of the Company's premises, it would incur significant costs in moving to suitable new secure premises.

New Ventures

In order to accelerate the growth of its businesses, the Company may from time to time enter into new business initiatives with individuals and corporations. Such arrangements would expose the Company to risks commonly associated with such ventures including amongst others assimilation of the new operations and personnel into the Company. There can be no assurance that any potential venture will not have a material adverse effect on the Company's business, financial conditions and operations.

Key Personnel and Management

Cryosite's success is closely linked to the ability of the Company to recruit and train high quality personnel with experience in medical services and management. To this end the Company has endeavoured to create a workplace environment and offer conditions which encourage employees to pursue long term careers with the Company.

Our ability to maintain, expand or renew existing engagements with our strategic partners, enter into new engagements and provide additional products and services to customers depends, in large part, on our ability to hire and retain scientists with the skills necessary to keep pace with continuing changes in drug development technologies, along with other personnel.

We believe that there is a shortage of and significant competition for, scientists with the skills and experience in the sciences necessary to perform the services we require.

We compete with the research departments of pharmaceutical companies, biotechnology companies, contract research companies and academic institutions for personnel.

Any inability to hire additional qualified personnel could materially and adversely affect our future growth. In addition, any inability to hire additional qualified personnel may require an increase in the level of responsibility for both existing and new personnel. We may not be successful in attracting new scientists or other personnel or in retaining or motivating our existing personnel.

Competition

Currently there are Australian public cord blood banks operating in various states. The Cryosite private umbilical cord blood service is the first non-government service to commence operation in Australia and there can be no assurances as to whether the community will subscribe to the Cryosite service in preference to the government service in sufficient numbers to make the Cryosite cord blood service financially viable.

We have recently become aware that another company (not publicly listed) is offering a cord blood service similar to the one offered by Cryosite. However, it is too early to predict what effect this will have on our business.

There can be no assurance that umbilical cord blood collection as a technique or source of harvesting stem cells will not be superseded in the future and this may result in a decline in the market for the Company's cord blood service.

Intellectual Property

There can be no assurance that the Company's intellectual property rights will be adequate to ensure the Company's competitive position, or that competitors will not be able to produce a non-infringing competitive product or service. There can be no assurance that third parties will not assert infringement claims against the Company, or that if required to obtain any third party licences as a result of an infringement dispute, the Company will be able to obtain those licences.

Regulatory Authority Approvals

Cryosite's business involves the handling, storage and, in case of the cord blood business, processing of materials which are biologically or chemically active. In many cases there is legislation which regulates dealings with such materials. In some cases, including cord blood, that legislation may change in the future. If materials are not properly identified or Cryosite fails to understand the regulatory regime to which the materials are subject, Cryosite may inadvertently breach, or cause its clients to breach, the legislation. It is important for Cryosite to maintain an understanding of the legislation which may be relevant and to invest time and expense keeping its understanding current. It is important that the materials which Cryosite stores be clearly identified so that the impact of relevant legislation can be assessed. For some materials Cryosite will need to maintain some level of legislative approval or accreditation. Cryosite believes that it has obtained the necessary approvals for the materials which it currently stores. There are other sorts of material where Cryosite requires its clients to warrant that they have complied with relevant legislation.

Changes in Laws and Government Policy

The Company's business is subject to a number of regulatory requirements, in addition to general competition law, that have significant influence on the business, operations and competitive environment. Changes in laws, regulations and government policy, including but not limited to those affecting support for biotechnology research and development may affect the Company and the attractiveness of an investment in the Company. At the present time however, the Company is not aware of any such regulatory or legal issues in any of the jurisdictions in which the Company operates.

Unforeseen Funding Requirements

We may need additional funds in the future to continue to develop and grow our business. To the extent that our capital resources are insufficient to meet future capital requirements, we may have to raise additional funds to continue the development of our technology. We may not be able to raise funds on favourable terms, or at all. Our current operating plan could change as a result of many factors, and we could require additional funding sooner than anticipated. Our requirements for additional capital may be substantial and will depend on many factors, some of which are beyond our control, including:

• market acceptance of our products and services; ٠
• continued progress of our research and development of our products and services;
• competing technological and market developments; $\bullet$
• the cost of protection of patent and other intellectual property rights; and ٠
• progress with commercialisation.

6. ADDITIONAL INFORMATION

6.1 Terms of the New Shares

The terms and conditions of issue of the New Shares are as follows:

• $(a)$ the subscription price is \$0.15 each:
• $(b)$ the New Shares may be subscribed for at any time before 5.00pm on the Closing Date:
• $(c)$ New Shares issued pursuant to this Offer will rank pari passu with existing Shares in all respects.

6.2 Rights and Liabilities Attaching to New Shares

The following is a broad summary (though not necessarily an exhaustive or definitive statement) of the rights and liabilities attaching to all Shares including New Shares, which will be issued pursuant to this Issue. Full details are contained in the Constitution of the Company and the Corporations Act 2001 (Cth).

Voting at a General Meeting

Subject to any shares which may in the future be issued with special or preferential rights, every Shareholder present in person at a general meeting of the Company or by proxy, representative or attorney has one vote on a show of hands and, on a poll, one vote for each fully paid Share held. On a poll, partly paid Shares confer a fraction of a vote in proportion to the amount paid up on the Share.

Meetings of Members

Each Shareholder is entitled to receive notice of, attend and vote at meetings of the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution, the Corporations Act 2001 (Cth) and the ASX Listing Rules.

Dividends

The Directors may from time to time determine dividends to be distributed to Shareholders according to their rights and interests. The Directors may fix the time for distribution and the methods of distribution. Dividends are payable on all Shares in proportion to the amount paid up of the total issue price paid for the Shares. This is subject to any special or preferential rights attached to any class of shares created after the allotment of the Shares.

Transfer of Shares

Shares in the Company may be transferred by a proper transfer effected in accordance with the SCH Business Rules, by any other method of transferring or dealing in Shares introduced by ASX and as otherwise permitted by the Corporations Act 2001 (Cth) or by a written instrument of transfer in any usual form or in any other form approved by the Directors that is otherwise permitted by the Corporations Act 2001 (Cth) or the ASX Listing Rules.

The Directors may decline to register a transfer of Shares (other than a proper transfer in accordance with SCH Business Rules) where the Company has a lien, the transfer is not in registrable form or where permitted to do so under ASX Listing Rules or the Corporations Act 2001 (Cth). If the Directors decline to register a transfer, the Company must, within the time prescribed by the ASX Listing Rules after the transfer is lodged with the Company, give the party lodging the transfer written notice of the refusal and the reason for refusal. The Directors must decline to register a transfer of Shares where registration of the transfer would result in a breach of the law or ASX Listing Rules.

Issue of Further Shares

The Directors may allot, issue, grant options in respect of, or otherwise dispose of, further Shares on such terms and conditions as they see fit. However, the Directors must act in accordance with the restrictions imposed by the Constitution, ASX Listing Rules. the Corporations Act 2001 (Cth) and any rights for the time being attached to the shares in any special class of those shares.

Winding Up

If the Company is wound up, the liquidator may divide the whole or part of the property of the Company among the Shareholders and may determine that division as between the Shareholders (or classes of Shareholders) in accordance with their rights and interests in the Company.

Share Buv Backs

Subject to the provisions of the Corporations Act 2001 (Cth) and ASX Listing Rules, the Company may reduce or alter its capital including buying back Shares in itself.

Small Holdings

Subject to the ASX Listing Rules, the Company may sell the Shares of a Shareholder who holds less than a marketable parcel of Shares.

Proportional Takeover Provisions

The Company's Constitution contains provisions for Shareholder approval to be required in relation to any proportional takeover scheme. These provisions will lapse unless renewed by special resolution of Shareholders in general meeting by 3 September, 2004 being three years from the date on which these provisions were adopted by Shareholders of the Company.

Directors

The minimum number of Directors is three.

Directors' Indemnity and Insurance

The Company to the extent permitted by law, indemnifies each Director, secretary and officer of the Company against any liability incurred by the person, in the relevant capacity, to another person unless the liability arises out of conduct involving lack of good faith or is for a pecuniary penalty order under section 1317G or a compensation order under section 1317H of the Corporations Act 2001 (Cth). The Company also indemnifies such persons against liability for costs and expenses incurred in successfully defending proceedings or in connection with an application in relation to such proceedings in which the court grants relief to the person under the Corporations Act 2001 (Cth).

The Company to the extent permitted by law, may insure any officer or auditor of the Company against any liability incurred by the person or an officer either of the Company or of a related body corporate.

Variation of Class Rights

Unless otherwise provided by the Constitution or by the terms of issue of a class of shares, the rights attaching to any class of shares may be varied or abrogated with the consent in writing of the holders of three-quarters of the issued shares included in that class or with the sanction of a special resolution passed at a separate meeting of the holders of those shares. In either case, the holders of not less than 10% of the votes in the class of shares the rights of which have been varied or abrogated may apply to a court of competent jurisdiction to exercise its discretion to set aside such a variation or abrogation.

Dividend Reinvestment Plan and Bonus Share Plan

The Constitution of the Company authorises the Directors to establish and maintain dividend reinvestment plans (whereby any Shareholder may elect that dividends payable by the Company be reinvested by way of subscription for Shares in the Company) and bonus share plans (whereby any Shareholder may elect to forego any dividends that may be payable on all or some of the Shares held by that Shareholder and to receive an issue of fully paid Shares). To date the Directors have not resolved to establish such plans.

Alteration of Constitution

The Constitution can only be amended by special resolution passed by at least three-quarters of Shareholders present and voting at a general meeting of the Company. The Company must give at least 28 days written notice of its intention to propose a resolution as a special resolution.

A copy of the Constitution of the Company is available for inspection, free of charge, at the registered office of the Company.

6.3 Dividend Policy

The Company does not anticipate paying dividends for the forthcoming financial year.

6.4 Interests of Directors

Other than as set out below or elsewhere in this Prospectus, no Director:

• has or had at any time in the last 2 years an interest in the formation or promotion of $\bullet$ the Company, or in any property acquired or proposed to be acquired by the Company in connection with the Offer or the formation or promotion of the Company, or the Offer; or
• has been paid or agreed to be paid an amount, or has been given or agreed to be $\bullet$ given any other benefit, either to induce him to become, or to qualify him as a Director, or otherwise for services provided by him in connection with the formation or promotion of the Company, or the Offer.

Interests in Securities

The Directors (and their associates) have the following relevant interests in securities of the Company as at the date of this Prospectus:

Director	Ordinary Shares	Options
R. Grellman	50,000	500,000
T Onisforou	8.215.061	250.000

$ $ Prof. R. Penny	780,990	250,000
Dr. P. French	721,982	250,000
I G. Milliken	813,490	312,500

Remuneration - Directors

The remuneration of the Directors is determined in accordance with the Constitution of the Company.

Details of the nature and amount of each element of the remuneration of each Director of the Company for the financial year ending 30 June 2003 are as follows:

	Directors Fees (S)	Salary (S)	Other $\left( \mathbb{S}\right)$	Super $\left( \mathbb{S}\right)$	Total (S)
R. Grellman	22,936	₩		2,064	$25,000^1$
T. Onisforou	27,523	$H +$		2,477	30,000
Prof. R.Penny	18,349	$H +$	$\blacksquare$	1,651	20,000
Dr P. French	18,349	₩		1,651	20,000
G. Milliken		53,211	20,000	51,789	125,000

NOTE:

$\mathbf{I}$

Mr Grellman was appointed Chairman on 27 November 2002 and was paid a proportionate amount of this total reflecting 7 months incumbency in the role.

Long-Term Benefits - Directors

Options held by Directors as at the end of the 30 June 2003 financial year are as follows:

	No. Granted	Grant Date	No. Vested	Deemed Cost(S)	$%$ of Remuneration
R. Grellman	500,000	27 Nov 02	165,000	20,417	44.95%
T. Onisforou	250,000	9 May 02	$\bullet$		$\ddot{}$
Prof. R.Penny	250,000	9 May 02	$\star$	$\star$	$\ddot{}$
Dr P. French	250,000	9 May 02	$\boldsymbol{\cdot}$		$\ddot{}$
G. Milliken	312,500	9 May 02	62,500	5,628	4.31%

No Options were exercised during the year ended 30 June 2003.

Options granted as part of Directors' remuneration have been valued using a binomial option pricing model, which takes account of factors including the Option exercise price, the current level and volatility of the underlying Share price, the risk free interest rate, expected dividends on the underlying Share, current market price of the underlying Share and the expected life of the Option. The cost of these Options has been calculated by reference to the period between their grant date and vesting date and then amortised over that period. This cost is higher than is disclosed in the financial statements as the accounting valuation deems a value of the Options based on the period from the grant date to the likely exercise date.

Other than the Options granted to Mr Grellman and Mr Milliken, no value has been ascribed to the remaining Options granted to non executive Directors as these Options only vest if the Company returns a positive earnings result before interest and tax for the vear ending 30 June 2004.

Interests of Advisers

Other than as set out in this Prospectus, no person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of this Prospectus:

• has or had at any time in the last 2 years an interest in the formation or promotion of the Company, or in any property acquired or proposed to be acquired by the Company in connection with the Offer or the formation or promotion of the Company, or in the Offer; or
• has been paid or agreed to be paid an amount or agreed to be given any other $\bullet$ benefit, either to induce them to become, or to qualify them as a Director, or otherwise for services rendered by them in connection with the formation or promotion of the Company, or the Offer.

In relation to this Offer, Southern Cross Equities Limited has acted as the Underwriter. The Company has agreed to pay to Southern Cross Equities Limited the fees. commissions and indemnities set out under the heading "Underwriting Agreement" in section 6.8 of this Prospectus.

Ebsworth & Ebsworth has acted as lawyers to the Company in relation to the Offer and in that capacity has been involved in undertaking Australian due diligence enquiries in relation to legal matters (apart from tax, insurance, financial matters and intellectual property rights) and providing legal advice to the Company in relation the Offer. In respect of this work, the Company has agreed to pay Ebsworth & Ebsworth \$65,000 plus GST for these services up to the date of this Prospectus.

6.5 Other Option Holders

In addition to the Option holdings of Directors disclosed in paragraph 6.4 above the other holders of Options are:

• Dr Roisin Deane, Marketing Manager, who holds 237,500 Options; and $(a)$
• Gailforce Marketing and PR Pty Limited which holds 450,000 Options in $(b)$ consideration for the provision of professional services. Under the terms of the grant of the Options, the Options vest progressively. The Options expire on the third anniversary of the date of vesting.

Expenses of the Offer 6.6

The total expenses of the Offer payable by the Company are estimated as approximately \$170,000. These expenses include underwriting fees, legal fees, printing and other miscellaneous expenses. They will be borne by the Company.

6.7 Application moneys and interest

Moneys received from an Applicant on account of New Shares offered under this Prospectus will, until those New Shares are issued, be held by the Company in a bank account established and maintained by the Company for the purpose of depositing application moneys.

If, after the New Shares are issued, the Company remains liable to repay those moneys under section 723 of the Corporations Act 2001 (Cth), the Company will do so.

To the fullest extent permitted by law, each Applicant agrees that such moneys do not bear interest as against the Company and that any interest earned in respect of the application moneys paid into that account or kept in the separate account belongs to the Company, irrespective of whether or not all or any of the New Shares applied for by that Applicant are issued to that Applicant.

No New Shares will be issued on the basis of this Prospectus after the expiry date of this Prospectus, which is 13 months after the date of this Prospectus.

6.8 Underwriting Agreement

Cryosite and the Underwriter have entered into an Underwriting Agreement in relation to the Offer. Under the Underwriting Agreement:

• the Underwriter agrees to underwrite the Offer at a price of \$0.15 per Share for an $(a)$ amount of up to \$1,326,562;
• certain representations, warranties and undertakings are given by Cryosite to the $(b)$ Underwriter concerning Cryosite and the issue of the New Shares under the Offer:
• Cryosite indemnifies the Underwriter, its related bodies corporate, officers, $(c)$ employees and advisers against liabilities, any allegation, debt, cause of action, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise, losses, demands, damages, costs and expenses incurred directly or indirectly as a result of or in connection with or arising out of the Offer, the Prospectus or any claim for which the Underwriter, its related bodies corporate, officers, employees and advisers has any liability in relation to the Offer or breach of the Underwriting Agreement by Cryosite but excludes all consequential losses and losses of profits and any losses resulting from any act of fraud, recklessness, wilful misconduct or negligence by the Underwriter, its related bodies corporate, officers, employees or advisors;
• The Underwriter will be entitled to receive an underwriting fee equal to 4% of the $(d)$ total amount raised under the Prospectus and a management fee of 1% of the total amount raised under the Prospectus:
• The Underwriter is entitled to be reimbursed for legal, travel and other $(e)$ out-of-pocket expenses up to a maximum of \$12,000 unless Cryosite otherwise agrees:
• Under clause 8 of the Underwriting Agreement, the Underwriter may terminate by $(f)$ notice to the Company at any time prior to allotment of the New Shares in accordance with the Offer and after the Underwriter becomes aware of the happening of any one or more of the following events:

• the Offer Document or public and other media statements made by or on $(i)$ behalf of Cryosite in relation to the affairs of the Company or the Offer ("Public Information") contain a statement that is misleading or deceptive, omits material required to be contained in them, or constitutes conduct by any person which is misleading or deceptive;

• $(ii)$ the Offer Document does not comply with or breaches the Corporations Act 2001 (Cth) including, without limitation, any provision of Chapter 6D of the Corporations Act 2001 (Cth);

• any information supplied by or on behalf of the Company to the $(iii)$ Underwriter in relation to the Company and each Subsidiary of the Company, or the Offer, is misleading or deceptive;
• $(iv)$ a contravention by the Company or any Subsidiary of the Company of the Corporations Act 2001 (Cth), its constitution, the terms of the Issue or any of the Listing Rules;
• approval is refused or approval is not granted which is unconditional (or $(v)$ conditional only on customary listing conditions which would not, in the reasonable opinion of the Underwriter, have a material adverse effect on the success of the Offer) to the official quotation of the relevant Offer Securities on ASX, on or before the Quotation Approval Date for those Offer Securities, or if granted, the approval is subsequently withdrawn, qualified or withheld, or ASX removes the Company from the official list of ASX or suspends trading in its Securities for more than 1 trading day;
• $(vi)$ in relation to the Offer ASIC makes an order under Part 6D.4 of the Corporations Act 2001 (Cth) or makes an application for an order under Part 6D.4 or Part 9.5 of the Corporations Act 2001 (Cth);
• ASIC commences any investigation or hearing under Part 3 of the $(vii)$ Australian Securities and Investments Commission Act 2001 (Cth) in relation to the Offer;
• $(viii)$ a default by the Company in the performance of any of its obligations under the Underwriting Agreement and the Company is unable to remedy the default within 48 hours from the time of its occurrence or its notification to the Company by the Underwriter;
• a representation or warranty contained in the Underwriting Agreement on $(ix)$ the part of the Company is not true or correct;
• any material adverse change occurs in the assets, liabilities, financial $(x)$ position or performance, profits, losses or prospects of the Company and each Subsidiary of the Company (insofar as the position in relation to an entity in the Group affects the overall position of the Company), including any material adverse change in the assets, liabilities, financial position or performance, profits, losses or prospects of the Company and each Subsidiary of the Company from those respectively disclosed publicly or to the Underwriter prior to the date of the Underwriting Agreement;
• hostilities not presently existing commence (whether war has been $(xi)$ declared or not) or a major act of terrorism or escalation in existing hostilities occurs (whether war has been declared or not) involving any one or more of Australia, New Zealand, the United States of America, the United Kingdom, Indonesia, Japan, Russia or the People's Republic of China;
• the All Ordinaries Index of ASX falls by an amount that is 10% or more of $(xii)$ the level as at the close of trading on the Business Day (meaning in this clause, a day on which the ASX is open for trading in securities and banks

are open for general banking business in Sydney, New South Wales) prior to the execution of the Underwriting Agreement, and remains at or below that level for a period of three consecutive Business Days or until the end of the day before Completion;

• a director of the Company is charged with an indictable offence; $(xiii)$
• (xiv) a Closing Certificate is not delivered in accordance with the Underwriting Agreement or a statement in a Closing Certificate is untrue or incorrect; or
• either of the following occurs: $(xy)$
• a general moratorium on commercial banking activities in $(1)$ Australia, the United States of America or the United Kingdom is declared by the relevant central banking authority in any of those countries, or there is a material disruption in commercial banking or security settlement or clearance services in any of those countries; _or
• trading in all securities quoted or listed on ASX, the London Stock $(2)$ Exchange or the New York Stock Exchange is suspended or limited in a material respect for one day on which that exchange is open for trading.

If an event referred to in clauses (f) (i), (ii), (iii), (iv), (viii), (ix), (x), (xi) or (xv), occurs, the Underwriter may not terminate unless the event has or is likely to have a materially adverse effect on the outcome of the Offer or could give rise to a material liability of the Underwriter under any law or regulation.

6.9 Consents to be Named

None of the parties referred to below has made any statement that is included in this Prospectus or any statement on which a statement made in this Prospectus is based, other than as specified below. Each of these parties, to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any statements in or omissions from this Prospectus, other than the reference to its name or a statement included in this Prospectus with the consent of that party as specified below:

• Ebsworth $\&$ Ebsworth has given and has not, before the lodgment of this $(a)$ Prospectus with ASIC, withdrawn its written consent to be named in this Prospectus in the form and context in which it is named;
• Southern Cross Equities Limited has given and has not, before the lodgment of $(b)$ this Prospectus with ASIC, withdrawn its written consent to be named in this Prospectus in the form and context in which it is named; and
• ASX Perpetual Registrars Limited has given and has not, before the lodgment of $(c)$ this Prospectus with ASIC, withdrawn its written consent to be named in this Prospectus in the form and context in which it is named.

$6.10$ Directors' Responsibility Statement

The Directors state that they have made all reasonable enquiries and have reasonable grounds to believe that any statements by the Directors in this Prospectus are not misleading or deceptive and that in respect of any other statements made in this Prospectus by persons other than Directors, the Directors have made reasonable enquiries and have reasonable grounds to believe that the persons making the statement or

statements were competent to make such statements, and that those persons have given their consent to the issue of this Prospectus and have not withdrawn that consent before lodgment of this Prospectus with ASIC, or to the Directors' knowledge, before any issue of Shares pursuant to this Prospectus.

This Prospectus is prepared on the basis that certain matters may be reasonably expected to be known to investors or their professional advisers.

Each Director has consented to lodgment of this Prospectus with ASIC and has not withdrawn that consent.

This Prospectus is signed for and on behalf of the Directors.

Managing Director Dated 27 April 2004

GLOSSARY

AEST	Australian Eastern Standard Time
AGM	2003 Annual General Meeting of the Company
\$	Australian Dollars unless otherwise stated
Applicant	A person who, or body corporate which, submits an Application
ASIC	Australian Securities and Investments Commission
ASX	Australian Stock Exchange Limited (ACN 008 624 691)
ASX Listing Rules	The listing rules of the ASX
Closing Date	The date on which the Offer closes being 20 May 2004 or such other earlier or later date as determined by the Company
Company	Cryosite Limited (ABN 86 090 919 476)
Directors	The directors of the Company
Entitlement and Acceptance Form	The entitlement and acceptance form accompanying this Prospectus
GST	Means any goods and services tax imposed by any Australian Act which imposes GST
Issue	The allotment and issue of New Shares under the Offer
New Shares	The Shares in the Company offered under this Prospectus
Offer	The offer of New Shares pursuant to this Prospectus
Option	The right of the holder to acquire a Share upon payment of the applicable exercise price
Record Date	5 May 2004
Share	A fully paid ordinary share in the capital of the Company
Shareholders	Holders of Shares in the Company at the Record Date
Subsidiary	Has the meaning given by section 46 of the Corporations Act 2001 (Cth)
Underwriter	Southern Cross Equities Limited (ABN 87 071 935 441)
Underwriting Agreement	The agreement between the Underwriter and the Company