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DIMERIX LIMITED Capital/Financing Update 2008

Oct 14, 2008

64804_rns_2008-10-14_1494628f-b8bd-4d1c-8069-c800b7cbb475.pdf

Capital/Financing Update

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15 October 2008

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ASX Company Announcement

Placement of Shortfall under Rights Issue Prospectus Issue of New Ordinary Shares and Options

Sun Biomedical Limited ( SBN or the Company ) is pleased to announce that SBN has raised a further $100,000 via the placement of the following New Ordinary Shares and Options:

  • (a) 10,000,000 New Ordinary Shares; and

  • (b) 4,999,992 Options exercisable at $0.02 expiring 30 November 2010.

These New Ordinary Shares and Options have been placed in accordance with the Shortfall under the Company’s Renounceable Rights Issue Prospectus dated 26 June 2008. This placement brings the total amount raised under the Rights Issue to approximately $3,098,963.

These securities were acquired by Dr Ming and Alice Sun, the founders of Sun Biomedical Laboratories Inc. The Suns now hold 86,311,249 shares and 37,558,331 options and remain actively involved in both the China and OraLine VIII projects. SBN believes that this additional investment demonstrates his continued commitment to the success of the Company.

Please see attached Appendix 3B pertaining to the issue of the above New Ordinary Shares and Options.

Jim Hallam Director Mobile: 0414 965 442

Email: [email protected]

About Sun Biomedical Limited

Sun Biomedical Limited is a public company listed on the Australian Securities Exchange (ASX) under the symbol "SBN". SBN’s main business is its wholly owned subsidiary, Sun Biomedical Laboratories Inc. (SBL) which produces both urine and saliva based drugs of abuse testing devices at its main facility in Blackwood, New Jersey. SBL has established an industry benchmark with the most sensitive saliva drugs of abuse testing device available on the market today. SBL also has a portfolio of research into the use of saliva as a diagnostic medium for other disease states that provide the foundation for continued research and development and a broader portfolio of point of care testing devices.

For more information about Sun Biomedical Laboratories and its products, contact us at +1-888-440-8388 or visit www.sunbiomed.com.

Sun Biomedical Investor Communications Limited Computershare T: +61 1300 850 505 | F: +61 3 9473 2500 | ABN 18 001 285 230 E: [email protected]

ASX:SBN www.sunbiomed.com

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

SUN BIOMEDICAL LIMITED

ABN 18 001 285 230

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities
(eg, if options, exercise price and
expiry
date;
if
partly
paid
+securities, the amount outstanding
and due dates for payment; if
+convertible
securities,
the
conversion price and dates for
conversion)
1.
Ordinary Shares.
2.
Options.
1.
10,000,000 Ordinary Shares.
2.
4,999,992 Options.
1.
Fully paid ordinary shares.
2.
Options exercisable at $0.02, expiring 30
November 2010.
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 2

4
Do the+securities rank equally in all
respects from the date of allotment
with an existing+class of quoted
+securities?
If the additional securities do not
rank equally, please state:
the date from which they do
the extent to which they participate
for the next dividend, (in the case of
a trust, distribution) or interest
payment
the extent to which they do not rank
equally, other than in relation to the
next
dividend,
distribution
or
interest payment
5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
1.
Yes. Ordinary Shares rank pari passu with
fully paid ordinary shares on issue.
2.
Yes. The Options rank pari passu with the
listed options exercisable at $0.02, expiring
30 November 2010.
1.
1.0 cent per Ordinary Share.
2.
Nil. Options attach free to the Ordinary
Shares subscribed for.
1 & 2
The funds raised will primarily be used to
fund:

the payment of amounts owing in
relation to the Company’s acquisition of
Sun Biomedical Laboratories, Inc.;

the commercialization of the China joint
venture;

development of the BioScreens Cup
and Visualine 510(k) Clearance; and

working capital to support the ongoing
business activities of the Company.

7 Dates of entering[+] securities into 1. 14 October 2008. uncertificated holdings or despatch 2. 14 October 2008. of certificates Number 8 Number and +class of all 763,543,515 Ordinary Shares. +securities quoted on ASX ( including the securities in clause 182,950,664 Options exercisable at $0.02, expiring 30 2 if applicable) November 2010.

  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 3

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
10
Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
500,000
8,750,000
428,675
750,000
500,000
40,000,000
986,263
1,000,000
4,000,000
20,000,000
2,000,000
Options– exercise price
10 cents, expiring 15
Dec 2008.
Options– exercise price
8
cents,
expiring
31
December 2008.
Options– exercise price
12 cents, expiring 31
Dec 2008.
Options– exercise price
24.89 cents, expiring 31
Dec 2008.
Options– exercise price
25 cents, expiring 31
Dec 2008.
Options– exercise price
35 cents, expiring 28 Jan
2009.
Options– exercise price
1.3 cents, expiring 30
June 2009.
Options– exercise price
10 cents, expiring 12
Sept 2009.
Options– exercise price
4.5 cents, expiring 31
Dec 2010.
Options– exercise price
10 cents, expiring 30
June 2011.
Options– exercise price
2 cents, expiring 15 Sept
2011.
1. & 2.
The directors of the Company may from
time to time determine to distribute the profits of the
Company
by
way
of
dividend
amongst
the
Shareholders in proportion to the amounts paid up on
the Shares held bythem.

Part 2 - Bonus issue or pro rata issue

11 Is
security
holder approval
required?
12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the+securities will
be offered
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 4

14
+Class of+securities to which the
offer relates
15
+Record
date
to
determine
entitlements
16
Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17
Policy for deciding entitlements in
relation to fractions
18
Names of countries in which the
entity has+security holders who
will
not
be
sent new
issue
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of+security holders
25
If the issue is contingent on
+security holders’ approval, the date
of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 5

27 If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28 Date rights trading will begin (if
applicable)
29 Date rights trading will end (if
applicable)
30 How do+security holders sell their
entitlements_in full_through a
broker?
31 How do+security holders sell_part_
of their entitlements through a
broker and accept for the balance?
32 How do+security holders dispose
of their entitlements (except by sale
through a broker)?
33 +Despatch date
  • See chapter 19 for defined terms. Appendix 3B Page 6

1/1/2003

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities ( tick one )

  • (a)[Securities described in Part 1 ]

  • (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 7

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 8

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those +securities should not be granted +quotation.

  • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

    • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty
  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ........................................................ Date: 15 October 2008

Print name: Alfonso Grillo (Company secretary)

m451436_1.DOC/ET

[+] See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1