DIMERIX LIMITED — Capital/Financing Update 2008

Jun 25, 2008

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ASX Company Announcement

25 June 2008

Capital Raising

The Directors of Sun Biomedical Limited (ASX:SBN) wish to advise that the Company is proposing to undertake a renounceable Rights Issue of New Ordinary Shares together with free attaching Options as follows:

• (a) up to 317,896,310 New Ordinary Shares will be issued at a price of 1 cent per New Ordinary Share on the basis to acquire four New Ordinary Shares for every five Shares held; together with

• (b) up to 158,948,155 free attaching Options with an exercise price of 2 cents expiring 30 November 2010 on the basis of one Option for every two New Ordinary Shares subscribed for.

Members of the public will also have the opportunity to subscribe for Shortfall Shares (also with free attaching Options) under the Offer.

This Offer is to be underwritten by Patersons Securities Limited (“Patersons”) up to the Minimum Subscription amount of $2,000,000 provided the Company raises a minimum of $500,000 from Eligible Shareholders and the public through the Rights Issue and Public Offer.

The table below summarises the current commitments that the Company has received:

|Sun Biomedical
Limited
ABN 18 001 285 230
Investor Communications
ComputershareT:+61 1300 850 505 |F:+61 3 9473 2500 |
E:info@sunbiomed.com
A Firm commitments from sub-underwriters and current shareholders as
set out in section 1 of this announcement:
B Minimum amount to be raised through Rights Issue from other than
those persons under A:
Minimum Subscription amount required by Company:
Amount converted to equity by Dr Sun under restructure of Promissory
Note (assuming an AUD/USD exchange rate of 0.95). This amount is
not included under the $2,000,000 to be raised under the Rights Issue:
Total Equity Raised:|||$|
|---|---|---|---|
||A
B|Firm commitments from sub-underwriters and current shareholders as
set out in section 1 of this announcement:
Minimum amount to be raised through Rights Issue from other than
those persons under A:
Minimum Subscription amount required by Company:
Amount converted to equity by Dr Sun under restructure of Promissory
Note (assuming an AUD/USD exchange rate of 0.95). This amount is
not included under the $2,000,000 to be raised under the Rights Issue:
Total Equity Raised:|1,500,000
500,000|
||||2,000,000
516,000|
||||2,516,000|

1. Support of Major Shareholders

The Board is pleased that the major Shareholders of the Company have demonstrated their confidence in the future of the Company and have committed the following amounts to the Rights Issue:

• (a) Log Creek Pty Ltd – up to $666,667;

• (b) a Director of the Company, Mr Andrew Paice has committed in writing to taking up his full Entitlement under the Rights Issue of $40,930; and

• (c) Dr Ming and Alice Sun have agreed to convert the equivalent of US$490,000 into Shares to be issued in accordance with the terms of the restructure of the payment of US$980,000 under the Promissory Note.

2. Future Opportunities

The Board believes that the Company is well positioned to take advantage of a number of opportunities which it anticipates will materially improve its financial performance during the year ending 2009.

Since February 2008 the Board has taken the following steps to position the Company for future growth:

• (a) the appointment of Jack Kerins as chief executive of Sun Biomedical Laboratories, Inc (SBL);

• (b) rationalisation of the Company’s cost structure by focusing on the Company’s operations in the United States. This has involved the resignation of senior management in Australia and a reduction in operating costs of approximately $500,000 per annum;

• (c) the focus on materially improving sales of OraLine through distributors in the United States and internationally;

• (d) the continued development of the Chinese joint venture with SiYi to supply OraLine to the China Ministry of Public Security;

• (e) the focus on new product development including OraLine VIII and the BioScreens Cup;

• (f) the restructure of the US$980,000 owing to Dr Ming and Alice Sun as summarised below; and

• (g) the implementation of stronger financial controls in relation to management of working capital and project development expenditure.

Sun Biomedical Investor Communications ASX:SBN Limited Computershare T: +61 1300 850 505 | F: +61 3 9473 2500 | www.sunbiomed.com ABN 18 001 285 230 E: info@sunbiomed.com

3. Agreement with Dr Ming and Alice Sun

The Company is also pleased to advise that it has reached an agreement with Dr Ming and Alice Sun, the founders of SBL, in relation to payment of US$980,000 as final consideration for the acquisition of SBL. The Suns have agreed to:

• (a) convert US$490,000 into shares at 1 cent per share, the same issue price as under the Rights Issue ;

• (b) be issued with options on the basis of one option for every two shares issued to the Suns under paragraph (a) above, the same ratio as offered under the Rights Issue; and

• (c) receive a US$490,000 payment following the Rights Issue,

• as settlement for the payment of US$980,000.

The conversion under paragraph 3(a) is conditional upon the Company achieving the Minimum Subscription amount of $2,000,000.

Dr Sun is actively involved in both the China and OraLine VIII projects and remains committed to the success of the Company.

4. Use of Funds

The proceeds of this Rights Issue will be applied, inter alia, as follows:

• (a) the payment of amounts owing in relation to the Company’s acquisition of SBL;

• (b) the commercialisation of the Chinese joint venture with SiYi, including the capital expenditure required to increase the production capacity at the existing plant to accommodate a higher volume of sales;

• (c) the development of the BioScreens Cup and the cost of attaining FDA 510(k) Clearance for point-of-care sale of the VisuaLine product;

• (d) the development and marketing of OraLine VIII;

• (e) developing SBL’s compliance with Good Manufacturing Practices; and

• (f) working capital to support the ongoing business activities of the Company.

Sun Biomedical Investor Communications Limited Computershare T: +61 1300 850 505 | F: +61 3 9473 2500 | ABN 18 001 285 230 E: info@sunbiomed.com

ASX:SBN www.sunbiomed.com

5. Issue of Prospectus

The Company intends to lodge a copy of the Prospectus for the renounceable Rights Issue with the ASX on 26 June 2008 and will be made available on the Company’s website shortly afterwards.

6. Resumption of trading on ASX

Following the release of this announcement, the Company will be released from voluntary suspension and will resume trading on ASX.

7. Enquiries

If you have any questions regarding this renounceable Rights Issue, please telephone the Company’s Share Registry, Computershare Investor Services Pty Limited, on 1 300 728 275 (within Australia) or +61 3 9946 4451 (outside Australia).

For further information contact:

Jim Hallam Director

Mobile: 0414965442

Sun Biomedical Limited ABN 18 001 285 230

Investor Communications Computershare T: +61 1300 850 505 | F: +61 3 9473 2500 | E: info@sunbiomed.com

ASX:SBN www.sunbiomed.com