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DIMERIX LIMITED Capital/Financing Update 2008

Jun 25, 2008

64804_rns_2008-06-25_2f4e73e7-30c9-40da-9f79-c64b6ee67bd2.pdf

Capital/Financing Update

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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 1. Ordinary Shares. be issued 2. Options. 2 Number of[+] securities issued or 1. 317,896,310 Ordinary Shares. 2. 158,948,155 Options. to be issued (if known) or maximum number which may be issued 3 Principal terms of the[+] securities 1. Fully paid ordinary shares. (eg, if options, exercise price and 2. Options exercisable at $0.02, expiring 30 November 2010. expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 1

4 Do the[+] securities rank equally in 1. Yes. Ordinary Shares rank pari passu with all respects from the date of fully paid ordinary shares on issue. 2. No. There are no existing quoted options. 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 1. 1.0 cent per Ordinary Share. 2. Nil. Options attach free to the Ordinary Shares subscribed for. 6 Purpose of the issue The funds raised will primarily be used to fund: (If issued as consideration for the acquisition of assets, clearly  the payment of amounts owing in relation to the Company’s acquisition of Sun Biomedical identify those assets) 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 1. 14 August 2008. into uncertificated holdings or 2. 14 August 2008. despatch of certificates Number +Class 8 Number and +class of all 715,266,698 Ordinary Shares +securities quoted on ASX 158,948,155 Options exercisable at ( including the securities in $0.02, expiring 30 clause 2 if applicable) November 2010

  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 2

9
Number
and
+class
of
all
+securities not quoted on ASX
(including
the
securities
in
clause 2 if applicable)
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.

10 Dividend policy (in the case of a 1. and 2. The directors of the Company may from time trust, distribution policy) on the to time determine to distribute the profits of the Company by way of dividend amongst increased capital (interests) the Shareholders in proportion to the amounts paid up on the Shares held by them.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval No. required?

  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 3

12
Is the issue renounceable or non-
renounceable?
13
Ratio in which the+securities
will be offered
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
Renounceable.
1.
Four New Ordinary Shares for every five
Ordinary Shares held.
2.
One Option for every two New Ordinary
Shares applied for.
1.
Ordinary Shares.
2.
Options.
7.00pm on 9 July 2008.
No.
1 and 2. Fractional entitlements will be rounded up.
British Virgin Islands
Canada
Hong Kong
Mauritius
Netherlands
South Africa
Switzerland
United Arab Emirates
United Kingdom
United States of America
5.00 (AEST) on 6 August 2008.
Patersons Securities Limited
(ACN 008 896 311)

An underwriting commission equal to 5.00% of
the underwritten amount (with the Minimum
Subscription of $2,000,000 to be underwritten);

A corporate advisory fee of $60,000; and

A management fee of 1.00% of the total funds
raised bythe Company pursuant to the Offer.
Not applicable.
Not applicable.
  • See chapter 19 for defined terms.

1/1/2003

Appendix 3B Page 4

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
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
Not applicable.
Not applicable.
15 July 2008.
Not applicable.
3 July 2008.
29 July 2008.
Shareholders need to complete the section headed
“Instructions to your Stockbroker” on the back of the
Entitlement and Acceptance Form indicating the
number of rights they wish to sell and lodge the
completed Entitlement and Acceptance Form with
their stockbroker.
Shareholders need to complete the section headed
“Instructions to your Stockbroker” on the back of the
Entitlement and Acceptance Form indicating the
number of New Ordinary Shares they wish to take
up and the number of rights they wish to sell and
lodge the completed Entitlement and Acceptance
Form together withpayment with their stockbroker.
A standard renunciation form must be used for an
off-market transfer of rights. These forms may be
obtained from the Shareholder’s Stockbroker or the
Company’s Share Registry, Computershare Investor
Services PtyLimited.
14 August 2008.
  • See chapter 19 for defined terms. Appendix 3B Page 5

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 6

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)

42

Number +Class 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 7

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.

==> picture [111 x 37] intentionally omitted <==

Sign here: ........................................................ Date: 26 June 2008 (Company secretary)

Print name: Alfonso Grillo

m422290_1.DOC/ET

[+] See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1