DIMERIX LIMITED — Capital/Financing Update 2010

Oct 3, 2010

==> picture [234 x 86] intentionally omitted <==

4 October 2010

Dear Shareholder

OMI Holdings Limited (subject to deed of company arrangement) - Capital raising

In May 2010 Sun Biomedical Limited (ASX Code: SBN) announced that it proposed to make an investment in OMI Holdings Limited (subject to deed of company arrangement) ( OMI ). Since this time SBN has invested funds into OMI with a view to recapitalise OMI and pursue the commericalisation of its product, the OMI Sharpsafe. On 26 July 2010, the shareholders of OMI voted to support the recapitalisation of OMI.

On 24 September 2010 OMI lodged with ASIC a prospectus for a capital raising. The prospectus, which is available for subscription by the general public, is enclosed for your consideration.

Yours faithfully

==> picture [174 x 34] intentionally omitted <==

Peter Herd Non-Executive Director

Sun Biomedical Limited ABN 18 001 285 230

ASX:SBN www.sunbiomed.com

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

OMI HOLDINGS LIMITED

(SUBJECT TO DEED OF COMPANY ARRANGEMENT) (ACN 091 192 871)

PROSPECTUS

For the offer of 60 million shares at a price of $0.0025 per share to raise $150,000 together with 60 million free attaching options exercisable at $0.005 per option on or before 31 December 2013 ( Promoter Offer )

AND

For the offer of 330 million shares at a price of $0.005 per share to raise $1,650,000 (plus oversubscriptions of up to 150 million shares to raise up to a further $750,000) ( General Offer )

There are risks associated with an investment in the Company. The securities offered under this Prospectus must be regarded as a speculative investment and carry no guarantee in respect to the return on capital invested, payment of dividends or future value. This document is important and should be read in its entirety. If you do not understand its contents or you are in doubt as to the course of action you should take, you should consult your stockbroker, accountant or other professional adviser without delay.

Page 1

CONTENTS

Corporate Directory

Directors

Terry Cuthbertson – Non-Executive Chairman Gary Stewart – Non-Executive Director Michael Doery – Non-Executive Director Michael Brooks - Non-Executive Director

Company Secretary David Woodford

Company website

www.omiholdings.com.au

Deed Administrators*

Terrence John Rose and David Michael Stimpson SV Partners SV House, 138 Mary Street Brisbane QLD 4000

Ph: +61 7 3310 2000 Fax: +61 7 3229 7285

Registered Office

c/- TressCox Lawyers Level 9, 469 LaTrobe Street Melbourne VIC 3000

Share Registry*

Computershare Investor Services Pty Limited GPO Box 523 Brisbane, QLD, 4001

Ph 1300 552 270 (within Australia) + 61 3 9415 4000 (outside Australia)

Solicitors to the Company TressCox Lawyers Level 9, 469 Latrobe Street Melbourne VIC 3000 Ph: (03) 9602 9444 Fax: (03) 9642 0382 website: www.tresscox.com.au

1.	COMPANY OVERVIEW	8
2.	DETAILS OF THE OFFER	15
3.	CONSOLIDATED STATEMENTS OF FINANCIAL POSITION	23
4.	DIRECTORS AND CORPORATE GOVERNANCE	26
5.	RIGHTS ATTACHING TO SECURITIES	31
6.	RISK FACTORS	37
7.	MATERIAL CONTRACTS	43
8.	ADDITIONAL INFORMATION	51
9.	DIRECTOR’S CONSENT	57
10.	GLOSSARY OF TERMS	58

ASX Home Branch

Brisbane

ASX Code

OMI

For information regarding this Offer, please contact Computershare Investor Services Pty Limited on 1 300 552 270 (within Australia) and +61 3 415 4000 (outside Australia).

• These parties were not involved in the preparation and lodgement of, or the making of the Offers under the capital raising, or the preparation and lodgement of or the making of Offers under this Prospectus, and these parties accept no liability with respect to the Offers or the Prospectus.

Auditor

PKF Level 6, 10 Eagle Street Brisbane QLD 4000

Ph: (07) 3226 3555 Fax: (07) 3226 3500

Lead Manager

Patersons Securities Limited Level 23, Exchange Plaza 2 The Esplanade Perth WA 6000 Ph: (08) 9263 1111 Fax: (08) 9325 5123

Page 2

IMPORTANT NOTICES

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

This Prospectus is dated 24 September 2010 and was lodged with ASIC on that date with the consent of all the Directors.

Neither ASIC nor the ASX and their respective officers take any responsibility for the contents of this Prospectus. No securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

This document is important and it should be read in its entirety. If you are in doubt as to the course of action that you should take, you should consult your stockbroker, solicitor, accountant or other professional adviser without delay.

The Offer

This Prospectus is for the issue of:

• (Promoter Offer) 60 million Shares at a price of $0.0025 per Share to raise $150,000 together with 60 million free attaching Options exercisable at $0.005 per Option on or before 31 December 2013; and

• (General Offer) 330 million Shares at a price of $0.005 per Share to raise $1,650,000, plus oversubscriptions of up to 150 million Shares to raise up to a further $750,000.

Timetable and Important Dates

Event	2010
Lodgement of Prospectus with the ASIC and ASX	24 September
Opening Date	1 October
Closing Date	19 October
Expected date of issue of the Securities under the Offers	26 October
Expected date of quotation of the Shares issued under the Offers	2 November

The Directors reserve the right to bring forward or extend the Closing Dates at any time after the Opening Date without notice. As such, subject to the Company filing all outstanding filings with ASX, the date the Shares are expected to commence trading on ASX may vary with any change in the Closing Dates.

Page 3

Representation

No person is authorised to give any information or make any representation in connection with the issue of the securities described in this Prospectus which is not contained in this Prospectus. Any information or representation not so contained may not be relied upon as having been authorised by the Company in connection with this Issue.

Restrictions

The distribution of this Prospectus outside Australia and New Zealand may be restricted by law and persons who come into possession of this document should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws.

This Prospectus does not constitute an offer or invitation to make an offer in relation to Securities in any place in which or to any person to whom it would not be lawful to make such an offer or invitation.

Applications and Electronic Prospectus

The Acceptance Forms accompanying this Prospectus are important. Please refer to the instructions in Section 2.6 of this Prospectus regarding the application for Securities offered by this Prospectus. Acceptances must be received by 5.00pm on 19 October 2010.

Applications may only be made on the Acceptance Forms accompanying this Prospectus. The Corporations Act prohibits the giving of either of these forms to a person unless the forms are attached to a hard copy or unaltered electronic copy of this Prospectus.

Copies of the Prospectus

Additional copies of this Prospectus can be obtained from the Company’s website at . The Prospectus available on the Company’s website only contains a General Offer Application Form. Persons who access the electronic version should ensure that they download and read the entire Prospectus.

The Company will provide a copy of this Prospectus and the documents specifically referred to in this Prospectus to any person on request. These documents may also be viewed at the registered office of the Company during normal business hours.

Page 4

Speculative Investment

There are risks associated with an investment in the Company and the Securities offered by this Prospectus must be regarded as a speculative investment. The Securities offered under this Prospectus carry no guarantee in respect to the return on capital invested, payment of dividends, or future value of the Securities.

In making representations in this Prospectus, regard has been given to the fact that Company is a disclosing entity under the Corporations Act and certain matters may reasonably be expected to be known to investors and the professional advisers whom potential investors may consult.

Tax effects of the Issue

The potential tax effects relating to the Issue will vary between each investor. Investors are advised to consider the possible tax consequences of participating in the Issue or to consult a professional tax adviser.

Exposure Period

This Prospectus will be circulated during the Exposure Period. The purpose of the Exposure Period is to allow this Prospectus to be examined by prospective shareholders prior to the raising of capital. Prospective investors should be aware that this examination may result in the discovery of deficiencies in the Prospectus and in those circumstances any application that has been received by the Company may be dealt with in accordance with Section 724 of the Corporations Act.

Applications under this Prospectus will not be processed by the Company until after the expiry of the Exposure Period. No preference will be conferred on persons who lodge applications prior to the expiry of the Exposure Period.

Deed Administrators’ Disclaimer

This Prospectus and the making of the Offers has been prepared and issued by the Directors of the Company. The Deed Administrators were not involved in the preparation or issuing of the Prospectus or making the Offers and as such, cannot verify the accuracy of the Prospectus and the Offers. The Deed Administrators accept no liability from any errors or omissions resulting from the issuing of this Prospectus or the making of the Offers.

Page 5

LETTER TO INVESTORS

Dear Investor

On 31 December 2009, voluntary administrators were appointed to assume control of the business, property and affairs of the Company. On 6 January 2010, two of the Company’s wholly owned subsidiaries, OMI Manufacturing Pty Ltd and OMI Research Pty Ltd, were placed into liquidation.

On 6 May 2010, the Company, Sun Biomedical Limited (ASX Code: SBN) (Sun Biomedical) and the Deed Administrators entered into a Deed of Company Arrangement (DOCA). The DOCA proposed to restructure and recapitalise the Company with a view to reinstating the Company’s Shares to official quotation on the ASX (Proposal) .

The Proposal, which included:

• (a) the retention of various patents by the Company including the OMI Sharpsafe (US Patent no. 7104400). Other patents include US Patent no. 7544182 (a single use syringe with improved-needle retraction), Australian Patent application 2007200919 (a syringe with rear plunger lock) and Pakistan Patent 198/2008 (a syringe with rear plunger lock) which is subject to an examination report;

• (b) the Consolidation of the Company’s issued Shares on a one for five basis, following which the Company has 9,150,628 Shares on issue (which was completed on 5 August 2010);

• (c) the undertaking of a capital raising to raise a total of $1,800,000 (being the Promoter Offer and the General Offer);

• (d) the entry by the Company into a Creditors' Trust Deed for the purposes of satisfying approved creditor claims, with the sum of $115,000 to be paid to the creditors’ pool under the Creditors’ Trust (out of the capital raising referred to in paragraph (c) above);

• (e) the appointment of new Directors nominated by Sun Biomedical, being Mr Terry Cuthbertson, Mr Gary Stewart and Mr Michael Doery (which occurred on 26 July 2010); and

• (f) the change of the Company’s name (which occurred on 12 August 2010),

was approved by Shareholders on 26 July 2010. The purpose of this Prospectus is to raise the capital pursuant to the Promoter Offer and General Offer under paragraph (c) above.

On completion of the capital raising set out in this Prospectus, the Company will apply for its Shares to be re-instated to official quotation on the ASX.

Page 6

Existing Shareholders that wish to apply for Shares should apply for Shares only under the General Offer. The Directors propose to give priority to existing Shareholders that apply for Shares under the General Offer for a priority amount of $500, being 100,000 New Shares.

Please read the Prospectus carefully before applying for any Securities.

Yours faithfully Terry Cuthbertson Chairman

Page 7

1. COMPANY OVERVIEW

1.1. Background

The Company was incorporated in Queensland on 13 January 2000 and was admitted to the Official List of the ASX on 10 October 2000. The Company’s principal area of business is the research, development and manufacture of medical products.

1.2. Suspension from trading and voluntary administration

On 1 October 2009 the Company was suspended from quotation on ASX for failing to lodge its 2009 financial accounts by 30 September 2009. The Company subsequently lodged its 2009 financial accounts on 8 October 2009, however, the Shares in the Company have not been reinstated to quotation on ASX.

On 31 December 2009, voluntary administrators were appointed by the Company to assume control of the business, property and affairs of the Company. Subsequently on 6 January 2010 two of the Company’s wholly owned subsidiaries, OMI Manufacturing Pty Ltd and OMI Research Pty Ltd, were placed into liquidation.

Prior to the appointment of voluntary administrators, Retractable Technologies Inc. (RTI), a US corporation, commenced litigation against the Company in a Texas District Court alleging that the Company utilised RTI’s trade secrets and infringed its patents through the use of the Company’s auto-retractable safety syringe. In December 2009, the jury found in favour of RTI, and on 4 March 2010, US District Judge Leonard Davis awarded US$3.15 million damages in RTI’s favour.

1.3. Deed of Company Arrangement

On 6 May 2010, the Company, Sun Biomedical Limited (ASX Code: SBN) (Sun Biomedical) and the Deed Administrators entered into a Deed of Company Arrangement (DOCA). The DOCA proposes the restructure and recapitalisation of the Company with a view to reinstating the Company’s Shares to official quotation on the ASX (Proposal) . The full terms of the DOCA were released to ASX on 8 June 2010.

Under the DOCA the Deed Administrators are to be advance $130,000 (of which $15,000 has been advanced by Sun Biomedical), for contribution to the Creditors Trust to settle outstanding Claims made by creditors of the Company. The DOCA contemplated that payment of the Balance SBL Deed Contribution was conditional upon the Company issuing a prospectus in accordance with the requirements of the Corporations Act by 31 August 2010. This date was subsequently extended to 30 September 2010.

It is also proposed under the DOCA that the following occur:

• (a) Shareholder approval is obtained to implement the Proposal including;

Page 8

• (i) the Consolidation of the Company’s issued securities on a one for five basis, following which the Company has 9,150,628 Shares on issue (which was completed on 5 August 2010);

• (ii) approval for the Company to undertake a Promoter Offer and General Offer as follows:

  • (A) (Promoter Offer) the placement of 60 million Shares at a price of $0.0025 per Share together with 60 million free attaching Options exercisable at $0.005 per Option on or before 31 December 2013, to raise a total of $150,000; and

  • (B) (General Offer) the placement of 330 million Shares at a price of $0.005 per Share to raise $1,650,000 (with $115,000 of the funds raised to be paid to the creditors’ pool under the Creditors’ Trust) plus oversubscriptions of up to 150 million Shares to raise up to a further $750,000;

  • (C) the appointment of new Directors nominated by Sun Biomedical, being Mr Terry Cuthbertson, Mr Gary Stewart and Mr Michael Doery (which occurred on 26 July 2010); and

  • (D) the change of the Company’s name (the change to OMI Holdings Limited occurred on 12 August 2010);

• (b) $115,000 will be paid to the Deed Administrators as the balance of the $130,000 that is to be contributed to the Creditors Trust; and

• (c) under the Creditors Trust, the Deed Administrator may make a payment to the Company’s creditors in full and final satisfaction and in complete discharge of all claims which the Company’s creditors may have against the Company. Execution of the Creditors Trust on 21 September 2010 extinguished all liabilities owing by the Company to creditors in respect to the period prior to the commencement of the Company’s administration.

ASX has absolute discretion in reinstating the Company’s Shares to official quotation and the ASX and the Company gives no guarantee that reinstatement will occur.

• 1.4. The Proposal

On 26 July 2010 Shareholder approval was obtained in relation to the following aspects of the Proposal:

Page 9

• (a) the Consolidation of the Company’s issued securities on a one for five basis, following which the Company has 9,150,628 Shares on issue;

• (b) the undertaking of the capital raising as set out in this Prospectus to raise a total of $1,800,000 (being the Promoter Offer and the General Offer), and accept oversubscriptions for a further $750,000 (under the General Offer);

• (c) the appointment of new Directors nominated by Sun Biomedical, being Mr Terry Cuthbertson, Mr Gary Stewart and Mr Michael Doery; and

• (d) the change of the Company’s name to ‘OMI Holdings Limited’.

Certain funds advanced by SBN to fund this Prospectus and administration of the Company whilst it has been in administration will be payable by the Company to SBN and may be offset by SBN against subscription monies for the Promoter Offer.

1.5. Proposed business plan – OMI Sharpsafe

The Company now proposes to pursue the commericalisation of its product, the OMI Sharpsafe.

(a) Background

Medical syringe containers (also known as needle cases) have been available around the world for a long time. These containers function to protect the enclosed syringes from damage prior to use. Typically, the container comprises of a rigid housing in which a number of syringes are held. The housing can be opened and any number of syringes can be removed from it. It is also possible for these containers to accommodate used syringes.

A significant disadvantage of these containers is that they are not suitable for use with a needle exchange program. In a needle exchange program, a new needle (that is a syringe containing a needle) is given only when a used syringe is returned. With existing medical syringe containers, there is no mechanism to ensure that a used syringe is returned prior to a new syringe being given.

There is also the temptation for users to try to obtain new syringes without returning used syringes. Conventional containers do not have security measures against this type of abuse. Even if the container is locked, it can be forced open and a new syringe can be removed.

(b) What is OMI Sharpsafe

OMI Sharpsafe is an innovative medical syringe container. It differentiates itself from current designs in that the design does not allow access to a new syringe until a used

Page 10

syringe has been returned to the container. OMI Sharpsafe may therefore overcome one of the main disadvantages associated with existing medical syringe containers.

==> picture [230 x 62] intentionally omitted <==

==> picture [230 x 62] intentionally omitted <==

==> picture [230 x 62] intentionally omitted <==

==> picture [230 x 62] intentionally omitted <==

==> picture [230 x 62] intentionally omitted <==

OMI Sharpsafe typically holds between 2 to 10 conventional syringes and syringes with a needle stick prevention device. The inlet of the container is restricted such that it only allows syringes to be inserted through that inlet. This reduces the likelihood of success of a person attempting to insert an object other than a syringe to try to gain access to a new syringe. If a user does attempt to prise open the container, a snap mechanism is triggered and all syringes contained in the container are rendered inoperative.

(c) Potential market for OMI Sharpsafe

OMI Sharpsafe is designed to ensure the safe use of syringes both within and outside of direct medical supervision by providing a simple and effective way to safely store new and used syringes. The design is therefore particularly suited for use with needle exchange programs.

It is estimated that in Australia each illicit drug user accesses circa 202 needle syringes per year[1] . The Australian illicit drug user population over 14 years of age in 2007 was estimated to be in excess of 80,000[2] . The implication of this data is that circa 16 million

1 Lancet 2010 Mar 20:375(9719):1014-28

2 Australian Institute of Health and Welfare 2008. 2007 National Drug Strategy Household Survey: first results. Drug Statistics Series number 20.Cat. no. PHE 98. Canberra: AIHW

Page 11

needle syringes (or circa 8% of all consumed needle syringes) are used by illicit drug users per year in Australia.

The Directors intend to focus the activities of the Company through the OMI Sharpsafe product to access potentially substantial market opportunity that arise from a need for safe management of needle exchange programs in Australia and the USA.

The substantial volume of syringes consumed each year has resulted in a greater number of injuries arising from the use of syringes. This has therefore become a catalyst for greater opportunities in the retractable-syringes market. In turn, OMI Sharpsafe is well positioned to assist in the prevention of needle stick injuries even further.

(d) Commercialisation plans for OMI Sharpsafe

In addition to its own resources, subject to implementation of the Proposal the Company has negotiated to engage Chelsea Medical Pty Ltd ( Chelsea Medical ) to assist in the process of commercialising OMI Sharpsafe. Of particular significance is that Mr Bruce Kiehne, the original founder of the Company and principal architect of OMI Sharpsafe, and Mr Mike Brooks, a Director of the Company, are directors of Chelsea Medical.

As part of this arrangement the Company and Chelsea Medical propose to enter into a services agreement whereby Chelsea Medical will provide services to the Company, in particular in relation to the commercialisation of United States Patent 7104400, such as:

• (i) marketing intelligence;

• (ii) assistance, research and commercialisation of the Company’s patents and intellectual property;

• (iii) arrange the manufacturing logistics and negotiations with manufacturers of medical devices and pharmaceutical products;

• (iv) prepare drawings and diagrams for the products and the design of moulds for the products;

• (v) provide assistance in obtaining any FDA clearance or TGA approvals that may be required for the products;

• (vi) marketing of the products through wholesale channels; and

• (vii) assist and advise in relation to strategies for the distribution of the products.

Page 12

The agreement commences on the date that the Company or SBN makes payment of the Balance SBL Deed Contribution to the Deed Administrators, being $115,000, and subject to any prior termination by either party continues for a period of two years.

The Company may terminate the agreement in writing:

• (i) by giving Chelsea Medical 3 months notice; or

• (ii) immediately in certain circumstances, for example, where Chelsea Medical breaches a material provision of the agreement or is subject to an insolvency event.

As consideration for Chelsea Medical providing the services, the Company will pay an Initial Fee of $50,000 plus GST, and a Minimum Monthly Fee of $7,500 plus GST paid each month.

The agreement also contemplates that within 3 months of the agreement, the Company and Chelsea Medical will negotiate the following agreements:

• (i) a distribution arrangement whereby the Company may appoint Chelsea Medical to act as a distributor for the products; and

• (ii) a product development agreement whereby the Company may appoint Chelsea Medical to further develop the products.

The Company anticipates that the agreement with Chelsea Medical, together with a subsequent distribution arrangement and product development agreement, will enable the Company to pursue its business objectives and the commercialisation of its products.

(e) Patents previously held by the Company

On or about 19 April 2010 and 21 April 2010, the Deed Administrators entered into asset sale agreements with Southmedic Incorporated and Just Innovative Layouts Pty Ltd respectively in relation to the sale by the Company of certain patents held by the Company pertaining to a surgical scalpel with a retractable guard and a safety syringe respectively. These patents are distinct from the patents relevant to the Proposal (Australian Patent Application No. 2007200919, Pakistan Patent Application No. 198/2008, US Patent No. 7,104,400 and US Patent No. 7,544,182). The proceeds of these sales were applied to the Creditors’ Trust.

(f) US Patent No. 7,104,400

The US Patent No. 7,104,400 entitled ‘A Medical Syringe Container’ provides patent protection in the United States and may assist in the commercialisation of OMI Sharpsafe in the United States. The Company does not have any current patent protection for the

Page 13

OMI Sharpsafe in Australia. Furthermore, the claims submitted in a pending application cannot be considered predictive of the claims in a granted patent and earlier filed applications may constitute prior art which affect the patentability or claim scope of a pending application. The Company does not hold any active registered trade marks for OMI Sharpsafe in the United States at present but is the registered owner of trade mark protection for the OMI Sharpsafe in Australia. These factors may affect the commercial viability of the OMI Sharpsafe product and should be taken into consideration when assessing the commercial potential of the OMI Sharpsafe in the United States and Australia. There is a risk that the Company’s intellectual property or technology may not be able to be used in some or all jurisdictions without reliance on enabling technology owned by third parties.

(g) Other opportunities

In addition to the above the Company will actively review new transactions that may or may not be in the same sector, with the objective of creating Shareholder value. The Company does not intend to progress or pursue any of these opportunities until the capital raising contemplated by this Prospectus is complete.

Page 14

2. DETAILS OF THE OFFER

2.1. Offers under this Prospectus

(a) The Offers

This Prospectus is for the issue of:

• (Promoter Offer) 60 million Shares at a price of $0.0025 per Share to raise $150,000 together with 60 million free attaching Options exercisable at $0.005 per Option on or before 31 December 2013; and

• (General Offer) 330 million Shares at a price of $0.005 per Share to raise $1,650,000, plus oversubscriptions of up to 150 million Shares to raise up to a further $750,000,

(collectively the Offers ).

The Shares offered under this Prospectus will rank equally with the existing Shares on issue. The purpose of the Offers and the use of funds raised pursuant to the Offers are set out in Section 2.4 of this Prospectus.

The rights attached to the Securities offered pursuant to this Prospectus are summarised in Section 5 of this Prospectus.

(b) General Offer

Pursuant to the General Offer, the Company offers investors the opportunity to subscribe for 330 million Shares at an issue price of $0.005 per Share (in each case, in $500 minimum parcels) to raise $1,650,000.

Oversubscriptions of up to a further 150 million Shares (in each case, in $500 minimum parcels) to raise up to a further $750,000 may be accepted.

In the event the General Offer is oversubscribed, existing Shareholders of the Company will be allocated at a minimum $500 worth of Shares subscribed for.

If you wish to subscribe for Shares pursuant to the General Offer, please complete a General Offer Application Form.

(c)

Promoter Offer

The Promoter Offer will be offered to one, or a combination, of Sun Biomedical, persons nominated by the Lead Manager or persons who have otherwise been

Page 15

identified by the Company. Such investors will be provided with a Promoter Offer Application Form to make application under the Promoter Offer.

2.2. Key Dates

Event	2010
Lodgement of Prospectus with the ASIC and ASX	24 September
Opening Date	1 October
Closing Date	19 October
Expected date of issue of Securities under the Offers	26 October
Expected date of quotation of the Shares under the Offers	2 November

The Directors reserve the right to bring forward or extend the Closing Dates at any time after the Opening Date without notice. As such, the date the Shares are expected to commence trading on ASX may vary with any change in the Closing Dates.

2.3. Purpose of Offers

The purpose of the Offers under this Prospectus is to:

• (a) make payments to the Creditors’ Trust as detailed in Section 1.3;

• (b) provide funds for the business as detailed in Section 2.4;

• (c) provide funds for the review and acquisition of alternative/new projects; and

• (d) meet the administration costs of the Company and the expenses of the recapitalisation and reinstatement to trading on ASX (including repayment to SBN of costs that it has funded on behalf of the Company).

2.4. Use of Funds

The funds raised from this Offer are proposed to be used as follows:

	Year 1a **Year 2b **	Total
Funds raised from Proposal Payments Payments to Creditors Trust Costs of reconstructiond Costs of new issued Development of existing projects	$1,800,000c - $130,000 - $115,000 - $208,000 - $162,000 $150,000	$1,800,000c $130,000 $115,000 $208,000 $312,000

Page 16

(including payments under the Services Agreement) Review & evaluation of new projects Working capital Total payments	$200,000 $335,000 $1,150,000	$200,000 $300,000 $650,000	$400,000 $635,000 $1,800,000

Notes

• a. Year 1 will commence upon the day of issue of the Securities under this Prospectus. b. Year 2 will commence on the first anniversary of the issue of the Securities under this Prospectus. c. Oversubscriptions of a further 150,000,000 Shares to raise an additional $750,000 may be accepted under the General Offer.

• d. Sun Biomedical has funded a percentage of these costs on behalf of the Company.

In the event the Company accepts oversubscriptions, the proceeds will be applied to working capital.

The Board reserves the right to alter this proposed use of funds as result of a change in circumstances or intervening events. This proposed use of funds is a statement of present intention.

If only the Minimum Subscription of $1,150,000 is raised, the Company will have sufficient funds to pursue its proposed use of funds for Year 1 and the Directors will consider the Company’s capital raising alternatives to pursue the Company’s objectives in Year 2.

2.5. Pro-forma Capital Structure

The capital structure of the Company following completion of the recapitalisation is summarised below:

		Shares		Options
Current capital structure Promoter Offera General Offerb Completion of Offers		9,150,628 60,000,000 330,000,000 399,150,628		- 60,000,000 - 60,000,000

Notes:

• a. The Promoter Offer calculations assume that the Promoter Offer is fully subscribed.

• b. The General Offer calculations assume that the General Offer is fully subscribed but there are no oversubscriptions. Oversubscriptions of a further 150 million Shares to raise an additional $750,000 may be accepted under the General Offer resulting in additional Shares being issued.

Page 17

2.6. Application for Securities

(a) Promoter Offer

Applications for Securities under the Promoter Offer must be made using the Promoter Offer Application Form accompanying this Prospectus. Investors making application under the Promoter Offer will be provided with a Promoter Offer Application Form.

Payment for the Securities must be made in full at the issue price of $0.0025 per Share. Completed Promoter Offer Application Forms and accompanying cheques must be mailed or delivered to:

OMI Holdings Limited

c/- Computershare Investor Services Pty Limited

GPO BOX 52

MELBOURNE VIC 3001

Cheques should be made payable to “OMI Holdings Limited – Securities Offer Account” and crossed “Not Negotiable”. Completed Promoter Offer Application Forms must reach the address set out above by no later than the relevant Closing Date. Applications for Securities under the Promoter Offer must be for a minimum of 200,000 Shares (being $500 worth of Shares) and thereafter in multiples of 100,000 Shares (being $250 worth of Shares).

(b)

General Offer

Applications for Securities under the General Offer must be made using the General Offer Application Form accompanying this Prospectus.

Payment for the Securities must be made in full at the issue price of $0.005 per Share. Completed General Offer Application Forms and accompanying cheques must be mailed or delivered to:

OMI Holdings Limited

c/- Computershare Investor Services Pty Limited GPO BOX 52

MELBOURNE VIC 3001

Cheques should be made payable to “OMI Holdings Limited – Securities Offer Account” and crossed “Not Negotiable”. Completed General Offer Application Forms must reach the address set out above by no later than the relevant Closing Date. Applications for Securities under the General Offer must be for a minimum of 100,000 Shares (being $500 worth of Shares) and thereafter in multiples of 50,000 Shares (being $250 worth of Shares).

Page 18

2.7. Underwriting

The Promoter Offer and the General Offer are not underwritten

2.8. Minimum Subscription

There is a minimum subscription of $1,150,000 for the Offers. If the minimum subscription has not been raised within four (4) months of the date of this Prospectus or such longer period as is permitted by the Corporations Act, none of the Securities offered under the Offers under this Prospectus will be allotted or issued. In these circumstances, all applications will be dealt with in accordance with the Corporations Act.

2.9. Oversubscriptions

Oversubscriptions of up to 150 million Shares under the General Offer at $0.005 per Share to raise a further $750,000 will be accepted by the Company.

2.10. Allotment of Securities

Subject to the Offers becoming unconditional, allotment of Securities will take place as soon as practicable after the Closing Date of 19 October 2010.

Prior to allotment, application moneys will be held in a separate subscription account until allotment. This account will be established and kept by the Company in trust for each applicant. Any interest earned on the application moneys will be for the benefit of the Company and will be retained by the Company irrespective of whether allotment takes place and each applicant waives the right to claim any interest.

The Directors will determine the allottees of all the Securities. The Directors reserve the right to reject any application or to allocate any applicant fewer Securities than the number applied for.

In the event the General Offer is oversubscribed, existing Shareholders of the Company who validly subscribe for Shares under the General Offer will be allocated at a minimum $500 worth of Shares subscribed for.

Where the number of Securities allotted is less than the number applied for, the surplus monies will be returned by cheque as soon as practicable after the Closing Date. Where no allotment is made, the amount tendered on application will be returned in full by cheque as soon as practicable after the relevant Closing Date. Interest will not be paid on monies refunded.

Page 19

2.11. ASX Listing

The Company will apply to ASX for Official Quotation of the Shares offered under this Prospectus. The fact that ASX may grant official quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Securities now offered for subscription.

The Company will not be applying for official quotation by ASX of the Options offered under the Promoter Offer pursuant to this Prospectus.

In the event that ASX does not grant permission for the Shares offered under this Prospectus to be admitted to quotation within 3 months after the date of lodgement of this Prospectus with the ASIC (or such period as is varied by the ASIC), none of the Securities offered by this Prospectus will be allotted or issued. In that circumstance, all applications will be dealt with in accordance with the Corporations Act.

2.12. Restrictions on the Distribution of the Prospectus

The distribution of this Prospectus outside Australia may be restricted by law.

This Prospectus is not intended to, and does not, constitute an offer of, or invitation to apply for, securities in any place which, or to any person to whom, the making of such offer or invitation would not be lawful under the laws of any jurisdiction outside Australia.

2.13. CHESS and Issuer Sponsorship

The Company participated in the Clearing House Electronic Subregister System (CHESS). CHESS is operated by ASX Settlement Pty Ltd ( ASX Settlement ), a wholly owned subsidiary of ASX, in accordance with the ASX Listing Rules and the ASX Settlement Operating Rules. Prior to the issue of the Securities under this Prospectus the Company proposes to reapply for participation in CHESS.

The Company will not be issuing share certificates. The Company will apply to ASX to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Shares and Promoter Options allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Page 20

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

2.14. Taxation Implications

The Directors do not consider that it is appropriate to give Applicants advice regarding the taxation consequences of applying for Securities under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation consequences. The Company, its advisers and officers, do not accept any responsibility or liability for any taxation consequences to Applicants. Potential Applicants should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Securities offered pursuant to this Prospectus.

2.15. Privacy Act

If you complete an application for Securities, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Security holder, facilitate distribution payments and corporate communications to you as a Security holder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your Securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Securities, the Company may not be able to accept or process your application.

2.16. Risk Factors

Prospective investors in the Company should be aware that subscribing for Securities the subject of this Prospectus involves a number of risks. These risks are set out in Section 6 of this Prospectus and investors are urged to consider those risks carefully (and, if necessary, consult their professional adviser) before deciding whether to invest in the Company.

Page 21

The risk factors set out in Section 6 of this Prospectus, and other general risks applicable to all investments in securities not specifically referred to, may in the future affect the value of the Securities. Accordingly, an investment in the Company should be considered speculative.

Page 22

3. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

3.1. Audited and Pro Forma Consolidated Historical Financial Information

The audited Statement of Financial Position of the Company and its controlled entities at 30 June 2010 together with a Pro Forma Statement of Financial Position at 30 June 2010 is summarised below.

The un-audited Pro Forma Statement of Financial Position reflects the issue of Securities pursuant to this Prospectus on the basis that the Offers are fully subscribed (but there are no oversubscriptions under the General Offer) ( Pro Forma Consolidated Historical Financial Information ).

Statement of Financial Position CURRENT ASSETS Cash and cash equivalents TOTAL CURRENT ASSETS TOTAL ASSETS TOTAL LIABILITIES NET ASSETS/(LIABILITIES) EQUITY Share capital Accumulated losses TOTAL EQUITY	Audited 30 June 2010 Impact of the capital raising Pro-Forma 30 June 2010 Unaudited $ $ $ - 1,347,000 1,347,000
	- 1,347,000 1,347,000
	- 1,347,000 1,347,000 - - -
	- 1,347,000 1,347,000
	39,024,903 1,462,000 40,486,903 (39,024,903) (115,000) (39,139,903)
	- 1,347,000 1,347,000

3.2. Assumptions used in compiling the Pro Forma Consolidated Historical Financial Information

The Pro Forma Consolidated Historical Financial Information should be read in conjunction with the underlying audited financial information within the Annual Report of the Company for the financial year ended 30 June 2010 lodged with ASX on 21 September 2010. The Pro Forma Historical Financial Information has been presented in abbreviated form and does not contain all the disclosures usually provided in an Annual Report prepared in accordance with the Corporations Act.

The Pro Forma Consolidated Historical Financial Information has been prepared consistently with the accounting policies described in the Company’s Annual Report for

Page 23

the year ended 30 June 2010. Readers of this Prospectus should refer to the Annual Report dated 21 September 2010 for a detailed explanation of the basis of preparing the financial report and the accounting policies adopted by the Company.

3.3. Notes to the Statements of Financial Position

(a) Statement of Significant Accounting Policies

The Historical Consolidated Statement of Financial Position has been prepared in accordance with the recognition and measurement requirements of Australian Accounting Standards (including the Australian Accounting Interpretations), the Corporations Act and the accounting policies set out in the Annual Report of the Company for the year ended 30 June 2010. It has also been prepared on the basis of historical cost and does not take into account changing monetary values.

(b) Pro Forma Transactions

The Pro Forma Consolidated Statement of Financial Position illustrates the financial impact on the Company as if the following transactions had taken place as at 30 June 2010:

• (i) the Consolidation of the Company’s Share Capital on the basis of 1 Share for every 5 Shares held;

• (ii) receipt of $150,000 from the placement of 60 million shares (post consolidation) at an issue price of A$0.0025 per Share together with 60 million free attaching options pursuant to the Promoter Offer;

• (iii) receipt of the maximum subscription of $1,650,000 from the issue of 330 million Shares (post consolidation) at an issue price of A$0.005 per new Share pursuant to the General Offer;

• (iv) payment and recognition directly in equity as a reduction of the share proceeds received of $115,000 which must be paid to the Deed Administrators in settlement of the Creditors’ Trust) from proceeds under the General Offer;

• (v) payment and recognition directly in equity as a reduction of the share proceeds received of costs associated with the Promoter Offer and the General Offer estimated to be $208,000;

• (vi) payment and recognition as an expense of $115,000 for costs of reconstruction; and

Page 24

• (vii) repayment or reduction of amount payable by SBN for subscriptions in the Promoter Offer or the General Offer of $15,000 and amounts owed to SBN in accordance with the terms and conditions of the Loan Agreement.

3.4. Cash and Cash Equivalents

The pro forma movement in Cash and Cash Equivalents is as follows:

Audited as at 30 June 2010 Issue of Shares pursuant to the Prospectusa Payment to Creditors Trust and SBN Costs of reconstructionb Costs of new issueb Closing balance	Actual 30 June 2010 Audited $ Pro Forma 30 June 2010 Unaudited $
	- - - 1,800,000 - (130,000) - (115,000) - (208,000)
	- 1,347,000

Notes

• a. Assuming that both the Promoter Offer and the General Offer are fully subscribed, but there are no oversubscriptions under the General Offer.

• b. Sun Biomedical has funded a percentage of these costs on behalf of the Company.

3.5. Issued capital – Ordinary Shares

The pro forma movement in Issued Capital – Ordinary Shares is as follows:

Audited as at 30 June 2010 Consolidation of shares on a 1 share for every 5 shares held basis Placement – Promoter Offera Placement – General Offera Allocated to Creditor Trust Less Estimated share issue costs Total	Shares No. Pro Forma 30 June 2010 Unaudited $
	45,752,493 39,024,903 9,150,628 - 60,000,000 150,000 330,000,000 1,650,000 - (130,000) - (208,000)
	399,150,628 40,486,903

Notes

a. Assuming that both the Promoter Offer and the General Offer are fully subscribed, but there are no oversubscriptions under the General Offer.

Page 25

4. DIRECTORS AND CORPORATE GOVERNANCE

4.1. Directors

With the exception of Michael Brooks who was appointed as a Director of the Company on 30 November 2009, the Board of the Company has been completely reconstituted following entering into administration on 31 December 2009.

Mr Terry Cuthbertson – Non-Executive Chairman

Terry Cuthbertson is currently Chairman of Sun Biomedical Limited, Montec International Limited, Austpac Resources N.L., My Net Fone Limited, S2 Net Limited, South American Iron & Steel Corporation Limited and Mint Wireless Limited.

He was formerly a partner of KPMG Corporate Finance and New South Wales Partner in charge of mergers and acquisitions where he coordinated government privatisation, mergers, acquisitions and divesture activities and public offerings on the ASX for the New South Wales practice.

Prior to this, he was the Group Finance Director of Tech Pacific Holdings Pty Limited, which was the one of the largest information technology distributors in Asia with a turnover in 1999 of $2 billion, and was a director for Tech Pacific Holdings Pty Limited‘s businesses in China, Hong Kong, Singapore, India, Philippines, Indonesia and Thailand.

Gary Stewart – Non-Executive Director

Gary Stewart is currently a non-executive director of Sun Biomedical Limited, company secretary of ASX-listed Mint Wireless Limited and has also been a director of public companies listed in the United States. Mr Stewart is also a solicitor of the Supreme Court of New South Wales and practices as a Corporate Lawyer with Churchill Lawyers in Sydney, where he advises and works for a number of public listed companies in Australia.

Michael Doery - Non-Executive Director

Michael Doery was most recently Chief Executive Officer and Managing Director of the ASX-listed Service Stream Limited, Chairman of the Australian Drug Foundation and President of the Point Lonsdale Surf Lifesaving Club. His other engagements have included directorship roles at Bill Express Limited and Star Services International Pty Ltd.

Prior to this, Mr Doery had 24 years experience at KPMG, including 14 years as a partner. His experience includes capital raisings, mergers and acquisitions, risk management, change management, corporate governance and general management. Mr Doery holds a Bachelor of Financial Administration from the University of New England and is Fellow of the Institute of Chartered Accountants.

Page 26

Michael Brooks – Non-Executive Director

Mike Brooks was appointed as a non-executive Director on 30 November 2009. Through an associated company, Chelsea Printing Pty Ltd, Mr Brooks injected the further funds necessary to relieve the then critical current cash needs of the Company. Mr Brooks is an experienced and successful entrepreneur, and a company associated with Mr Brooks is currently one of OMI’s top ten shareholders. Mr Brooks controls Chelsea Medical Pty Ltd, a company that will be engaged by OMI to assist in the process of commercialising OMI Sharpsafe.

4.2. Corporate governance

The Company's main corporate governance policies and practices are outlined below. The Board will consider on an ongoing basis its corporate governance procedures and whether they are sufficient given the Company’s nature of operations and size.

(a) The Board of Directors

The Company's Board of Directors is responsible for corporate governance of the Company. The Board develops strategies for the Company, reviews strategic objectives and monitors performance against those objectives. The goals of the corporate governance processes are to:

• (i) maintain and increase Shareholder value;

• (ii) ensure a prudential and ethical basis for the Company's conduct and activities; and

• (iii) ensure compliance with the Company's legal and regulatory objectives.

Consistent with these goals, the Board assumes the following responsibilities:

• (iv) developing initiatives for profit and asset growth;

• (v) reviewing the corporate, commercial and financial performance of the Company on a regular basis;

• (vi) acting on behalf of, and being accountable to, the Shareholders; and

• (vii) identifying business risks and implementing actions to manage those risks and corporate systems to assure quality.

Page 27

The Company is committed to the circulation of relevant materials to Directors in a timely manner to facilitate Directors' participation in Board discussions on a fullyinformed basis.

(b) Composition of the Board

Election of Board members is substantially the province of Shareholders in general meeting. However, subject thereto, the Company is committed to the following principles:

• (i) the Board is to comprise Directors with a blend of skills, experience and attributes appropriate for the Company and its business; and

• (ii) the principal criterion for the appointment of new Directors is their ability to add value to the Company and its business.

(c) Board Responsibilities

The Board has ultimate responsibility for setting policy regarding the business and affairs of the Company for the benefit of Shareholders and other stakeholders. The Board has full responsibility for the affairs of the Company until after the recapitalisation of the Company under the Proposal, after which it may appoint executive officers to whom responsibility for management of the Company can be delegated.

In discharging their duties, and subject to the Chairman's approval (not to be unreasonably withheld), the Directors, at the Company's expense, may obtain independent professional advice on issues arising in the course of their duties.

The Board discharges its duties in relation to specific functions including independent verification of the integrity of financial reporting, and oversight and management of material business risks through the Audit, Risk & Remuneration Committee ( ARR Committee ).

(d) Audit, Risk & Remuneration Committee

The ARR Committee was established by the Board on 26 July 2010 to assist the Board on audit matters, finance and business risks, remuneration and nomination matters.

At the date of this Prospectus, the members of the ARR Committee are Mr Michael Doery (Chairman), Mr Terry Cuthbertson, Mr Gary Stewart and Mr Mike Brooks.

Page 28

The Company in general meetings is responsible for the appointment of the external auditors of the Company, and the Board from time to time will review the scope, performance and fees of those external auditors.

The Board's collective experience will enable accurate identification of the principal risks that may affect the Company's business. Key operational risks and their management will be recurring items for deliberation at Board meetings.

(e) Remuneration Arrangements

The remuneration of any executive Director will be subject to provisions of a contract between the executive Director and the Company as fixed by the Board without the interested executive Director voting in respect of the proposed contract.

Total aggregate remuneration for all non-executive Directors totalling $500,000 (plus statutory superannuation) was approved at an annual general meeting in accordance with the Company's Constitution, the Corporations Act and the ASX Listing Rules. The determination of non-executive Directors' remuneration within that maximum amount will be made by the Board, having regard to the inputs and value to the Company of the respective contributions by each non-executive Director, the Company’s level of operations and available cash resources.

The Board may award additional remuneration to non-executive Directors called upon to perform extra services or make special exertions on behalf of the Company.

(f) Ethical Standards and Trading Policy

The Board is committed to the establishment and maintenance of appropriate ethical standards.

The Company’s Constitution permits Directors to acquire securities in accordance with the ASX Listing Rules and the Corporations Act.

Trading in the Company’s securities is permitted by a Director during a four week period starting immediately after the announcement to the ASX and ASIC of the half-yearly and annual results and after the conclusion of the Annual General Meeting of Shareholders if:

(i) the trader is not in possession of price sensitive information; and (ii) the trading is not for short term or speculative gain.

Further, a Director may not sell more than $100,000 worth of securities in the Company unless, before entering into discussions for the potential sale of those

Page 29

securities, approval from the Chairman is obtained, covering the form of, and timing of the sale, and the management of its public disclosures.

(g) Timely and Balanced Disclosure

The Company’s continuous disclosure obligations are reviewed as a standing item on the agenda for each regular meeting of the Board. Directors are required at every meeting to provide details of any matter within their knowledge that might require disclosure to the market.

Page 30

5. RIGHTS ATTACHING TO SECURITIES

The rights attaching to ownership of the Company’s Securities are detailed in the Constitution of the Company, which may be inspected during normal business hours at the registered office of the Company. The following is a summary of the material provisions of the Constitution.

5.1. Rights Attaching to Shares

(a) Voting

At a general meeting, every holder of Shares present in person or by proxy, attorney or representative has one vote on a show of hands and on a poll, one vote for every fully paid Share held. On a poll, partly paid shares confer a fraction of a vote pro rata to the amount paid up on the share.

A poll may be demanded by the Chairperson of the meeting, by any 5 Shareholders present in person or by proxy, attorney or representative or by any one or more Shareholders who are together entitled to not less than 5% of the total voting rights of all the Shareholders having the right to vote on the resolution on a poll.

(b) General Meetings

Each Shareholder is entitled to receive notice of and, except in certain circumstances, to attend and vote at general meetings of the Company and receive all financial statements, notices and other documents required to be sent to Shareholders under the Constitution of the Company, the Corporations Act or the Listing Rules.

(c) Dividends

Subject to any special rights or restrictions attaching to a class of Shares, the profits of the Company which the Directors from time to time determine to distribute by way of dividend are divisible amongst the Shareholders in proportion to the amounts paid up on the Shares held by them.

(d) Transfer of Shares

Holders of Shares may transfer them by a proper transfer effected in accordance with the ASX Settlement Operating Rules and the ASX and as otherwise permitted by the Corporations Act.

The Directors may refuse to register a transfer of shares where the refusal to register the transfer is permitted under the Listing Rules.

Page 31

(e) Issue of further Shares

The Directors may (subject to the restrictions on the issue of Shares imposed by the Constitution of the Company, the Listing Rules and the Corporations Act) issue, grant options in respect of, or otherwise dispose of further Shares on such terms and conditions as they see fit.

(f) Winding up

Subject to any special or preferential rights attaching to any class or classes of shares, on a winding up of the Company, any surplus assets of the Company will be distributed to Shareholders in proportion to the capital paid up on the shares held by them respectively.

On a winding up of the Company, the liquidator may, with the approval of a special resolution, distribute among the Shareholders the whole or any part of the property of the Company and may determine how such division is to be carried out. The liquidator may also, with the approval of a special resolution, vest the whole or any part of the property in trustees on trust for Shareholders as the liquidator thinks fit.

5.2. Rights Attaching to Options

(a) Entitlement

• (i) Each Option entitles the Optionholder to subscribe for, and be allotted, one ordinary Share in the capital of the Company.

• (ii) Shares issued on the exercise of Options will rank equally with all existing Shares on issue, as at the exercise date, and will be subject to the provisions of the Constitution of the Company and any escrow restrictions imposed on them by the ASX.

(b) Exercise of Option

• (i) The Options are exercisable at any time from the date of issue.

• (ii) The final date and time for exercise of the Options is 5pm (AEDT) on 31 December 2013. If such date falls on a day that is not a Business Day, the final date will be the next Business Day.

• (iii) The exercise price of each Option is $0.005.

• (iv) Each Option is exercisable by the Optionholder signing and delivering a notice of exercise of Option together with the exercise price in full for

Page 32

each Share to be issued upon exercise of each Option to the Company’s Share Registry.

• (v) Remittances must be made payable to ‘OMI Holdings Limited’ and cheques should be crossed ‘Not Negotiable’.

• (vi) All Options will lapse on the earlier of the:

• (A) receipt by the Company of notice from the Optionholder that the Optionholder has elected to surrender the Option; and

• (B) expiry of the final date and time for exercise of the Option by 31 December 2013.

In the event of liquidation of the Company, all unexercised Options will lapse.

(c) Quotation

• (i) The Company will not apply to the ASX for Official Quotation of the Options.

• (ii) If the Shares of the Company are quoted on the ASX, the Company will apply to the ASX for, and will use its best endeavours to obtain, quotation of all Shares issued on the exercise of any Options within 10 Business Days (as defined in the Listing Rules) of issue. The Company gives no assurance that such quotation will be granted.

(d) Participation in Securities Issues

Subject to paragraph (e) below, the holder is not entitled to participate in new issues of securities without exercising the Options.

(e)

Participation in a Reorganisation of Capital

• (i) In the event of any reconstruction or reorganisation (including consolidation, sub-division, reduction or return of the capital of the Company), the rights of an Optionholder will be changed in accordance with the Listing Rules of the ASX applying to a restructure or reorganisation of the capital at the time of that restructure or reorganisation, provided always that the changes to the terms of the Options do not result in any benefit being conferred on the Optionholder which is not conferred on Shareholders of the Company.

Page 33

• (ii) In any reorganisation as referred to in paragraph (e)(i), Options will be treated in the following manner:

• (A) in the event of a consolidation of the share capital of the Company, the number of Options will be consolidated in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio;

• (B) in the event of a subdivision of the share capital of the Company, the number of Options will be subdivided in the same ratio as the ordinary share capital of the Company and the exercise price will be amended in inverse proportion to that ratio;

• (C) in the event of a return of the share capital of the Company, the number of Options will remain the same and the exercise price will be reduced by the same amount as the amount returned in relation to each ordinary share;

• (D) in the event of a reduction of the share capital of the Company by a cancellation of paid up capital that is lost or not represented by available assets where no securities are cancelled the number of Options and the exercise price of each Option will remain unaltered;

• (E) in the event of a pro-rata cancellation of shares in the Company, the number of Options will be reduced in the same ratio as the ordinary share capital of the Company and the exercise price of each Option will be amended in inverse proportion to that ratio; and

• (F) in the event of any other reorganisation of the issued capital of the Company, the number of Options or the exercise price or both will be reorganised (as appropriate) in a manner which will not result in any benefits being conferred on the Optionholder which are not conferred on shareholders.

(f) Adjustments to Options and Exercise Price

• (i) Adjustments to the number of Shares over which Options exist and/or the exercise price may be made as described in paragraph (f)(ii) to take account of changes to the capital structure of the Company by way of prorata bonus and cash issues.

Page 34

• (ii) The method of adjustment for the purpose of paragraph (f)(i) shall be in accordance with the Listing Rules of the ASX from time to time, which, under Listing Rules 6.22.2 and 6.22.3, currently provide:

(A) Pro Rata Cash Issues

Where a pro-rata issue is made (except a bonus issue) to the holders of underlying securities, the exercise price of an Option may be reduced according to the following formula:

O’ = O – E[P-(S+D)]

N + 1

where:

• O’ = the new exercise price of the Option.

• O = the old exercise price of the Option.

• E = the number of underlying securities into which one Option is Exercisable.

• P = the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price for a security under the pro-rata issue.

• D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro-rata issue).

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

(B) Pro-Rata Bonus Issues

If there is a bonus issue to the holders of the underlying

securities, on the exercise of any Options, the number of Shares received will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date for bonus issues. The exercise price will not change.

(g) Takeovers and Schemes of Arrangement

• (i) If during the currency of any Options and prior to their exercise a takeover offer or a takeover announcement (within the meaning of the Corporations Act) is made to holders of Shares then within 10 Business Days after the Company becomes aware of the offer, the Company must

Page 35

forward a notice notifying the Optionholder of the offer and from the date of such notification, the Optionholder has 60 days within which to exercise the Options notwithstanding any other terms and conditions applicable to the Options or arrangement. If the Options are not exercised within 60 days after notification of the offer, the Options may be exercised at any other time according to their terms of issue.

• (ii) If an offer for shares in the Company is made to Shareholders pursuant to a scheme of arrangement which has been approved in accordance with the Corporations Act, the Optionholder will be entitled to exercise Options held by it within the period notified by the Company.

(h) Transfers

The Options are freely transferable.

(i) Notices

Notices may be given by the Company to the Optionholder in the manner prescribed by the Constitution of the Company for the giving of notices to Shareholders and the relevant provisions of the Constitution of the Company will apply with all necessary modification to notices to be given to the Optionholder.

(j) Rights to Accounts

The Optionholder will be sent all reports and accounts required to be laid before Shareholders in general meeting and all notices of general meeting of Shareholders, however, if the Optionholder is not a Shareholder, it will not have any right to attend or vote at these meetings.

Page 36

6. RISK FACTORS

To appreciate the risk factors associated with an investment in the Company, this Prospectus should be read in its entirety.

6.1. General

The Securities offered under this Prospectus should be considered speculative because of the nature of the Company’s business. The future profitability of the Company will be dependent on the successful commercial exploitation of its business and operations.

Whilst the Directors recommend the Offers, there are numerous risk factors involved. The following is a summary of the more material matters to be considered. These risk factors, and others not specifically referred to below, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus. Therefore, the Securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Securities. However, this summary is not exhaustive and potential investors should examine the contents of this Prospectus in its entirety and consult their professional advisors before deciding whether to apply for the Securities.

Factors which may affect the Company’s financial position, prospects and the price of its securities include the following:

6.2. Operating Risks

The performance of the Company and its ability to successfully conduct its business activities is not guaranteed.

The current and future operations of the Company may be affected by a range of factors, including:

• (a) unexpected shortages or increases in the costs of labour, consumables, spare parts, plant and equipment; and

• (b) inability to obtain necessary licences, consents or approvals.

In order for the Company to be able to commercialise its products in certain jurisdictions, the Company may be required to obtain governmental approvals, such as TGA approvals in Australia, FDA clearance in the United States or conformity to the European Union guidelines in Europe. There is no guarantee that the Company will be able to obtain these approvals in a timely manner or at all.

The Company is also required to comply with certain regulations, for example TGA medical device regulations and ISO quality standards. The Company is unable to

Page 37

guarantee that TGA restrictions would not limit the ability of the Company to sell its products in Australia. The Company may incur further restriction on the sale of the Company’s products in other jurisdictions such as the United States (and subject to obtaining any necessary FDA clearances) and the European Union.

6.3. Intellectual Property

The commercial value of the Company's technology is dependant on the legal protection afforded to it by intellectual property laws. However, these laws cannot guarantee, and the Company is unable to guarantee, compliance with the laws by other persons. Other persons may be able to produce competitive technology which does not infringe the Company's intellectual property rights. The Company may be required to defend claims of infringement by third parties or to prosecute claims against third parties. Litigation of this kind can be expensive and there can be no guarantee of success in any such litigation.

Furthermore, third parties may seek revocation of the Company's intellectual property rights. These rights (including patents and pending applications) may be subject to reexamination, opposition or other revocation proceedings (including on the basis of validity and prior art) which vary from country to country and the outcome of which cannot be predicted in advance. Furthermore, intellectual property or technology may not be able to be used in some or all jurisdictions without reliance on enabling technology owned by others. In addition, adverse events arising from the use of the Company's intellectual property or technology may give rise to potential liability or monetary claims against the Company or the revocation of regulatory approvals.

6.4. Marketability of OMI Sharpsafe

OMI Sharpsafe is particularly suited for use in needle exchange programs. The marketability of the Company’s proposed business plan, in the United States and Australia, is therefore dependent on the establishment and proliferation of such programs in these countries.

Further, there is a risk that the OMI Sharpsafe product may not be suitable for specific rules and methods of operation of particular needle exchange programs.

6.5.

Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's development and future activities, as well as on its ability to fund those activities.

Page 38

6.6. Market Conditions

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

6.7. Future Capital Requirements

The Company's ongoing activities will require substantial expenditure. There can be no guarantee that the funds raised through the Offers will be sufficient to successfully achieve all the objectives of the Company's overall business strategy. If the Company is unable to continue to use debt or equity to fund expansion after the substantial exhaustion of the net proceeds of the Offers, there can be no assurances that the Company will have sufficient capital resources for that purpose, or other purposes, or that it will be able to obtain additional fundraising on terms acceptable to the Company or at all. Any additional equity financing may be dilutive to security holders and any debt financing if available may involve restrictive covenants, which may limit the Company's operations and business strategy.

The Company's failure to raise capital if and when needed could delay or suspend the Company's business strategy and could have a material adverse effect on the Company's activities.

6.8.

Technology

The Company has previously been innovative in its product offerings and range. The frequency and speed of technological change in this sector means that a third party product with alternative technology to the technology on which the Company's products are based could be brought to market.

6.9. Intellectual Property

Securing rights to intellectual property, and in particular patents, is an integral part of securing potential product value for the Company. Competition in retaining and sustaining protection of intellectual property and the complex nature of some intellectual property can lead to expensive and lengthy patents disputes for which there can be no guaranteed outcome.

Prior to the appointment of voluntary administrators, Retractable Technologies Inc. (RTI ) brought a successful claim against the Company in the United States alleging that the Company utilised RTI’s trade secrets and infringed its patents through the use of the Company’s auto-retractable safety syringe. The Company subsequently ceased use of the product and as a consequence of the Company being placed into administration and

Page 39

the signing of the Creditor’s Trust, the Company’s liability in respect of RTI’s claim has been extinguished.

6.10. Employees and Management

As the Company does not currently have any employees, the responsibility of conducting the Company’s operations and the strategic management is carried out by the Directors. The Board will seek to engage appropriately qualified executives as the Company’s level of operations and funding permit. There is no guarantee that there will be no detrimental impact on the Company if one or more of these appropriately qualified executives, once appointed, cease their employment with the Company.

6.11. Competition

There can be no assurance given in respect of the Company’s ability to continue to compete profitably in the competitive markets in which the Company operates. In particular, there is a risk that a competitor will commercialise a product before the Company that is similar and competitive to OMI Sharpsafe.

Accordingly there is a risk that the Company will not be able to continue to compete profitably in the competitive industry in which it intends to operate. The potential exists for the nature and extent of the competition to change rapidly, which may cause loss to the Company.

6.12. New Board

The Company has recently appointed a new board of Directors who have limited expertise in the industry in which the Company operates. It will therefore be important that the Company attracts the right personnel to ensure it can appropriately develop the Company's business moving forward.

6.13. Insurance

As at the date of this Prospectus, the Company has not obtained general insurance for its operations. However, following the recapitalisation of the Company pursuant to the Proposal, the Company will consider obtaining insurances as appropriate.

6.14. Other Projects

The Company may look to complete other investments and acquisitions in the future, the details of which are not known at the date of this Prospectus. Those acquisitions and investments will carry their own set of risks.

Page 40

6.15. Services Agreement

The Company and Chelsea Medical propose to enter into a services agreement whereby Chelsea Medical will provide services to the Company. A summary of the proposed services agreement is set out at Section 7.3 of this Prospectus.

In particular the agreement contemplates that within 3 months of the agreement, the Company and Chelsea Medical will negotiate the following agreements:

• (i) a distribution arrangement whereby the Company may appoint Chelsea Medical to act as a distributor for the products; and

• (ii) a product development agreement whereby the Company may appoint Chelsea Medical to further develop the products.

In the event that the distribution arrangement and product development agreement are not successfully negotiated within three months of the commencement date of the agreement, then the agreement may be terminated. There is a risk that if the agreement with Chelsea Medical is terminated, the Company may experience delays in engaging, or may not be able to engage, an alternative entity to assist it to pursue its business objectives as set out in this Prospectus.

6.16. General Securities Risk Factors

(a) Share Market

There are general risks associated with any investment and the share market. The price of Shares listed on the ASX may rise and fall depending on a range of actions beyond the Company’s control and which are unrelated to the Company’s financial performance. These factors may include movements on international stock markets, interest rates and exchange rates, together with domestic and international economic conditions, inflation rates, investor perceptions, changes in government policy, commodity supply and demand, government taxation and royalties, war, global hostilities and acts of terrorism.

(b) Liquidity Risk

There is no guarantee that there will be an ongoing liquid market for Shares. Accordingly, there is a risk that, should the market for Shares become illiquid, Shareholders will be unable to realise their investment in the Company.

(c)

Government Policy Changes

Government policies are subject to review and changes from time to time. Such changes are likely to be beyond the control of the Company and may adversely

Page 41

affect the Company’s financial performance and industry profitability. At present the Company is not aware of any reviews or changes that would affect the business of the Company. However, changes in community attitudes on matters such as taxation, and competition policy may bring about reviews and possibly changes in government policies. There is risk that such changes may affect the Company’s business plans. Any government action may also require increased capital or operating expenditure and could impact the Company’s business.

(d) Taxation

The acquisition and disposal of Securities will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Securities from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Securities under this Prospectus.

(e) Dividend Policy

Any future determination as to the payment of dividends by the Company will be at the discretion of the Directors and will depend on the availability of distributable earnings and operating results and financial condition of the Company, future capital requirements and general business and other factors considered relevant by the Directors. No assurance in relation to the payment of dividends or franking credits attaching to dividends can be given by the Company.

(f) Transaction Specific Prospectus

Due to being in administration, the Company did not lodge all of the periodic reports required by the Corporations Act and the ASX Listing Rules. In particular, the Company has not lodged its Half Yearly Financial Report for the period ending 31 December 2009 by the required date. The lodgement of these outstanding reports is a condition to the Company’s Shares being re-instated to trading on the ASX.

The Company lodged these outstanding reports with ASX and ASIC on 21 and 22 September 2010. The Company’s failure to provide these periodic reports in accordance with the Corporations Act could result in the ASIC making an order that would prevent the Company issuing a transaction specific prospectus for a 12 month period.

Page 42

7. MATERIAL CONTRACTS

Set out below is a summary of the contracts to which the Company is a party which may be material in terms of the Offers or the operation of the Company’s business.

7.1. Deed of Company Arrangement

On 6 May 2010, the Company, Sun Biomedical and the Deed Administrators entered into a Deed of Company Arrangement (DOCA). The DOCA proposes the restructure and recapitalisation of the Company with a view to reinstating the Company’s Shares to official quotation on the ASX (Proposal) . The full terms of the DOCA were released to ASX on 8 June 2010.

Under the DOCA the Deed Administrators are to be advanced $130,000 (of which $15,000 has been advanced by Sun Biomedical), for contribution to the Creditors Trust to settle outstanding claims made by creditors of the Company. It was also proposed under the DOCA that the following occur:

• (a) Shareholder approval is obtained to implement the Proposal including;

• (i) the Consolidation of the Company’s issued securities on a one for five basis, following which the Company has 9,150,628 Shares on issue (this was completed on 5 August 2010);

• (ii) approval for the Company to undertake a Promoter Offer and General Offer:

  • (A) (Promoter Offer) the placement of 60 million Shares at a price of $0.0025 per Share together with 60 million free attaching Options exercisable at $0.005 per Option on or before 31 December 2013, to raise a total of $150,000; and

  • (B) (General Offer) the placement of 330 million Shares at a price of $0.005 per Share to raise $1,650,000 (with $115,000 of the funds raised to be paid to the creditors’ pool under the Creditors’ Trust) on or before 26 October 2010 plus oversubscriptions of up to 150 million Shares to raise up to a further $750,000;

  • (C) the appointment of new Directors nominated by Sun Biomedical, being Mr Terry Cuthbertson, Mr Gary Stewart and Mr Michael Doery (the new Directors were appointed on 26 July 2010); and

  • (D) the change of the Company’s name (which occurred on 12 August 2010); and

Page 43

• (b) $115,000 will be paid to the Deed Administrators as the balance of the $130,000 that is to be contributed to the Creditors Trust.

Shareholder approval for each element of the Proposal detailed above was obtained on 26 July 2010.

Under the DOCA the Deed Administrators are to be advance $130,000 (of which $15,000 has been advanced by Sun Biomedical), for contribution to the Creditors Trust to settle outstanding Claims made by creditors of the Company. The DOCA contemplated that payment of the Balance SBL Deed Contribution was conditional upon the Company issuing a prospectus in accordance with the requirements of the Corporations Act by 31 August 2010. This date was subsequently extended to 30 September 2010.

Clause 16 of the DOCA provided that the Company is released and completely discharged from all Claims and all Claims are extinguished once the Creditors’ Trust Deed became operative.

The DOCA may be terminated under clause 6 if:

• (a) the Court makes an order terminating the deed in accordance with section 445D of the Corporations Act; or

• (b) the Company’s creditors pass a resolution terminating the deed at a meeting convened in accordance with the Corporations Act; or

• (c) the Deed Administrators execute a notice of termination of the deed.

7.2. Creditor’s Trust Deed

On 21 September 2010 the Company and the Deed Administrators entered into a Creditors Trust Deed. Under the Creditors Trust, the Deed Administrator may make a payment to the Company’s creditors in full and final satisfaction and in complete discharge of all claims which the Company’s creditors may have against the Company. Execution of the Creditors Trust extinguished all liabilities owing by the Company to creditors in respect to the period prior to the commencement of the Company’s administration.

7.3. Services Agreement with Chelsea Medical

The Company and Chelsea Medical propose to enter into a services agreement whereby Chelsea Medical will provide services to the Company, in particular in relation to the commercialisation of the OMI Sharpsafe product (as described in United States Patent 7104400), such as:

• (i) marketing intelligence;

Page 44

• (ii) assistance, research and commercialisation of the Company’s patents and intellectual property;

• (iii) arrange the manufacturing logistics and negotiations with the manufacturer of medical devices and pharmaceutical products;

• (iv) prepare drawings and diagrams for the products and the design of moulds for the products;

• (v) provide assistance in obtaining any FDA clearance or TGA approvals that may be required for the products;

• (vi) marketing of the products through wholesale channels; and

• (vii) assist and advise in relation to strategies for the distribution of the products.

The Company may terminate the agreement in writing:

• (i) by giving Chelsea Medical 3 months notice; or

• (ii) immediately in certain circumstances, for example, where Chelsea Medical breaches a material provision of the agreement or is subject to an insolvency event.

Otherwise, the term of the agreement is 2 years from payment of the Balance SBL Deed Contribution.

During the term of the agreement, where either party wishes to sell intellectual property relating to the relevant patents/products, the other party must be given a right of first refusal at the price and upon those terms and conditions at which it wishes to sell its interest.

As consideration for Chelsea Medical providing the services, the Company will pay an Initial Fee of $50,000 plus GST, and a Minimum Monthly Fee of $7,500 plus GST paid each month in arrears, commencing one month after the payment of the Balance SBL Deed Contribution plus fees for specialist services provided which are outside the scope of the services as agreed between the parties. This fee will be reviewed by the parties each quarter, taking into consideration, amongst other things, the amount of services provided by Chelsea Medical in the preceding quarter and the anticipated amount of services to provided in the upcoming quarter.

The agreement also contemplates that within 3 months of the agreement, the Company and Chelsea Medical will negotiate the following agreements:

Page 45

• (iii) a distribution arrangement whereby the Company may appoint Chelsea Medical to act as a distributor for the products; and

• (iv) a product development agreement whereby the Company may appoint Chelsea Medical to further develop the products.

In the event that the distribution arrangement and product development agreement are not successfully negotiated within three months of the commencement date of the agreement, then the agreement may be terminated.

It is intended that, as part of the services provided, Chelsea Medical will arrange the manufacturing logistics in relation to OMI Sharpsafe through negotiations with a third party manufacturer of medical devices and pharmaceutical products.

Chelsea Medical has granted the Company an undertaking that subject to:

• (a) implementation of a successful capital raising as proposed at the general meeting; and

• (b) OMI fulfilling its obligations under the DOCA and termination of the DOCA,

Chelsea Medical will enter into the services agreement with OMI. The Company anticipates that the services agreement with Chelsea Medical, together with the subsequent distribution arrangement and product development agreement, will enable the Company to pursue its business objectives and the commercialisation of its products.

A Director of the Company, Mr Mike Brooks, is also a director of Chelsea Medical.

7.4. Lead Manager Mandate

The Company has engaged Patersons Securities Limited ( Patersons ) to act as Lead Manager to the Offers. Patersons will provide services including, but not limited to, management, marketing, selling and distribution of the Offers.

Remuneration

Patersons will be paid the following fees for providing these services:

• (a) a management fee of $30,000 that may be payable at Patersons’ election in cash or in the form of 6,000,000 Shares under the General Offer;

• (b) a selling fee of 6% of the gross amount raised under the Prospectus; and

Page 46

• (c) reimbursement of all reasonable out-of-pocket expenses directly related to the Offers.

Indemnities

Under the Lead Manager Mandate, the Company agrees to take full responsibility for the Prospectus and the Offers and to indemnify and keep indemnified and hold harmless:

• (a) the Deed Administrators; and

• (b) Patersons together with its associates and related companies, its directors, agents and staff,

(collectively, the "Indemnified Parties"), against any and all liabilities, losses (including loss of profit or losses or costs incurred in preparation for or involvement in connection with any prosecution, investigation, enquiry or hearing by ASIC, ASX or any governmental authority or agency), demands, damages, penalties, proceedings (whether civil or criminal), judgements, costs, fees or expenses (including legal costs on a full indemnity basis) of any kind whatsoever ("Losses") which may be incurred, suffered, paid or liable to be paid by an Indemnified Party in any jurisdiction directly or indirectly arising out of or in respect of:

• (a) the Lead Manager Mandate, the Offers or any matter or activity referred to or contemplated by the Lead Manager Mandate;

• (b) any material non-compliance by the Company, its officers, or employees with any applicable law, regulation or rule, including the Corporations Act and the Listing Rules, in relation to the Offers, this Prospectus or any document accompanying this Prospectus;

• (c) any statement, misstatement, misrepresentation, non-disclosure, inaccuracy in or omission from this Prospectus or any document accompanying this Prospectus;

• (d) any breach or failure by the Company to observe any of the terms and conditions of, or its obligations under, the Lead Manager Mandate (including, but not limited to, the warranties and representations);

• (e) any claim that the Deed Administrators and/or Patersons has any liability under the Corporations Act or any other law (including but not limited to the Trade Practices Act 1974 (Cth) or any similar legislation) in relation to the proposed Offers;

• (f) any review or investigation undertaken by ASIC, ASX or any other governmental authority or agency as a result of an actual, alleged or asserted failure to comply with the conditions and requirements of any law or regulation; and

Page 47

• (g) any and all advertising, publicity, statements and reports in relation to the proposed Offers made by or with the agreement of the Company.

Warranties and representations

The Company represents and warrants to Patersons under the Lead Manager Mandate that:

• (a) it has disclosed and / or will continue to disclose to Patersons all material information in relation to the Company, the Offers and the Lead Manager Mandate and that none of that information, or any information publicly released by the Company, is or will be inaccurate or false or is or will be misleading or likely to mislead or deceive;

• (b) the Deed Administrators have power to enter into and perform under the Lead Manager Mandate, and the execution, delivery and performance of the Lead Manager Mandate by the Company will not infringe its Constitution, any law or regulation including without limitation the Corporations Act and the ASX Listing Rules or any other relevant regulation in relation to the conduct of its business activities and will not contravene any agreements to which it is a party;

• (c) the Company and its associates will ensure it has procedures to ensure continued compliance with the requirements of all applicable Australian laws and the ASX Listing Rules;

• (d) all necessary corporate actions and approvals have been or will be obtained to permit the Company to proceed with the Offers;

• (e) the Company is not in breach of any material provision of the Corporations Act or any other relevant law or regulation;

• (f) the Company has not engaged in conduct that is misleading or deceptive or is likely to mislead or deceive in relation to the Lead Manager Mandate or the Offers; and

• (g) the shares to be issued under the Offers or as a result of the exercise of the Options will be validly issued, fully paid and rank pari passu with the Company's existing issued shares and be free from all encumbrances.

Lock up

The Company undertakes not to offer, sell or market, contract to sell, otherwise dispose of or announce the sale, directly or indirectly, of any shares in the Company or other securities which are convertible into or exchangeable or contain the right to acquire

Page 48

shares in the Company, without the prior written consent of Patersons for a period of 3 months commencing on the Closing Date of the Offers. This limitation also applies to any transaction having the economic effect of a sale.

The Company will use its best endeavours to ensure that during the period of 3 months commencing on the Closing Date of the Offers no current or proposed director of the Company or any related body corporate or their respective associates will sell, dispose or transfer any securities in the Company held by them as at the date of the prospectus without the prior consent of Patersons.

Termination

Patersons may terminate the Lead Manager Mandate at any time prior to allotment, if one or more of the following events occur in its sole and absolute opinion:

• (a) the Australian equity capital market conditions and/or ASX trading conditions are such that they are not, in the bona fide judgement of Patersons, conducive to the successful completion of the mandate or other events beyond the control of Patersons are so material and adverse as to make it impracticable or inadvisable to proceed with the new equity issue on the terms and in the manner contemplated in the Lead Manager Mandate;

• (b) there is a material adverse effect including any adverse change in the assets, liabilities, financial position or prospects of the Company as disclosed publicly and/or to Patersons, other than for the costs incurred by the Company in relation to the proposed Offers;

• (c) there is a false or misleading statement in the material or information in this Prospectus, or as supplied to Patersons or included in the presentation materials or a material omission in the prospectus or material supplied to Patersons or included in the presentation materials or any new information emerges that requires the Company to issue a supplementary prospectus;

• (d) any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or the international financial markets or any material adverse change occurs in national or international political, financial or economic conditions, in each case the effect of which is that, it is impracticable to market the new issue or to enforce any contract to issue and allot the new shares or that the success of the new issue is likely to be adversely affected;

• (e) there is introduced, or there is a public announcement of a proposal to introduce, into the parliament of Australia or any state of Australia, a new law, or the Reserve Bank of Australia, any federal or state authority of Australia adopts or announces a proposal to adopt a new policy (other than a law or policy which has

Page 49

been announced before the date of the Lead Manager Mandate), any of which does or is likely to prohibit or regulate financial institutions or credit providers, capital issues or stock markets;

• (f) ASX gives formal or informal notice that the securities of the Company will not be admitted to trading on the official list of ASX;

• (g) default by the Company of any term of the Lead Manager Mandate;

• (h) any of the warranties or representations by the Company in the Lead Manager Mandate are or become materially untrue;

• (i) a director or proposed director of the Company is charged with an indictable offence or any director or proposed director of the Company is disqualified from managing a corporation under the Corporations Act;

• (j) ASIC issues, or threatens to issue, a proceeding, hearing or investigation in relation to the Offers or the new issue or prospectus offering is referred to ASIC for investigation by a third party; or

• (k) any government agency (including ASIC) commences any public action, hearing or investigation against the Company or any of its directors in their capacity as a director of the Company or announces that it intends to take such action.

7.5. SBN Loan Agreement

On 24 September 2010, the Company, the Deed Administrators and Sun Biomedical entered into the Loan Agreement. SBN has funded certain payments on behalf of the Company for the purposes of the Company’s recapitalisation. SBN has also agreed to advance or make direct payment to third parties for expenses incurred in connection with implementation of the Proposal and the Offers which become due and payable at the Second Repayment Date. The amount of these advances as at the date of this Prospectus are estimated at $131,000.

Amounts advanced by SBN, or paid directly by SBN on behalf of the Company, may be offset against any subscription SBN elects to make pursuant to the Promoter Offer and will otherwise be repayable in full upon completion of the Offer.

The Company has undertaken to pay the Balance SBL Deed Contribution to the Deed Administrators within 5 Business Days following the issue of Shares under the Proposal.

Under the terms of the Loan Agreement, if the Company fails to repay any of the Existing Loan, the Proposal Expenses, or the Balance SBL Deed Contribution by the repayment dates specified under the SBN Loan Agreement, interest of 10% per annum will become payable by the Company to SBN.

Page 50

8. ADDITIONAL INFORMATION

8.1. Continuous Disclosure Obligations

The Company is a “disclosing entity” (as defined in Section 111AC of the Corporations Act) for the purposes of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company’s securities and is not subject to a carve out.

Having taken such precautions and having made such enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 12 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock exchange conducted by ASX, except that the Company has not lodged all of the periodic reports required to be lodged under the ASX Listing Rules (in particular the December 2009 Half Yearly Financial Report). These outstanding reports must be provided before Shares of the Company will be re-instated to trading on the ASX. The Company lodged these reports with ASX and ASIC on 21 and 22 September 2010.

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

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

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

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

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

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

• (ii) any half year financial report lodged with the ASIC by the Company after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and

Page 51

• (iii) any documents used to notify ASX of information relating to the Company during that period in accordance with ASX Listing Rules as referred to in Section 674(1) of the Corporations Act.

Copies of the following documents are available for inspection during normal office hours free of charge at the registered office of the Company during normal office hours, for thirteen months after the date of this Prospectus:

• (d) this Prospectus;

• (e) the Constitution;

• (f) the consents referred to in Section 8.7; and

• (g) any other document or financial statement lodged by the Company with ASIC or the ASX under the continuous disclosure reporting requirements in the period after 21 September 2010 (the date of lodgement of the financial statements for the year ending 30 June 2010) to the date of this Prospectus:

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company.

For details of documents lodged with ASX since the date of lodgement of the Company’s latest annual financial report refer to the table set out below.

Announcement	Date
Full Year Report - Appendix 4E	22 September 2010
Appendix 4C - quarterly	21 September 2010
Appendix 4C – quarterly	21 September 2010
Appendix 4C – quarterly	21 September 2010
Half Yearly Report and Accounts - Appendix 4D	21 September 2010

8.2. Top 20 Shareholders

The following is a list of the Top 20 Shareholders of the Company as at the date of this Prospectus:

		% of
	Shares	Shares
MR BRUCE LEIGH KIEHNE	849,015	9.28%
MRS VENNESSA GAY KIEHNE	435,099	4.75%
MR MARK GARDNER & MRS KANOKWAN GARDNER	183,556	2.01%
MR IAN NEVILLE MCCORMACK	166,000	1.81%
FANG JUN	150,000	1.64%
MR TERRY SKENE	142,858	1.56%
L E P COLOUR PRINTERS PTY LTD	140,000	1.53%
LI XIAN YU	140,000	1.53%
CRITUNE PTY LTD	132,062	1.44%
CB NURCOMBE ENGINEERING PTY LTD	129,326	1.41%
MR CHRISTOPHER LINDSAY BOLLAM	125,755	1.37%

Page 52

MR ROSS BRODIE METCALFE &	118,750	1.30%
MRS HUIHUI LI	110,267	1.21%
MRS LISHA LI	110,267	1.21%
SPAKTACULAR PROPERTY DEVELOPMENTS PTY LTD	105,557	1.15%
SMART VENTURES PTY LIMITED
	94,866	1.04%
MRS MARIAN GRIFFITHS	84,625	0.92%
CORALSPRIT PTY LTD	82,728	0.90%
GOODTRON PTY LIMITED	80,000	0.87%
CEMRUM LIMITED	73,552	0.80%
Total Top 20 Shares	3,454,283	37.75%
Total Remaining Shares	5,696,345	62.25%
Total Shares	9,150,628

8.3. Litigation

The Company is currently not involved in litigation.

8.4. Disclosure of Interests / Fees and benefits

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

• (a) director or proposed director of the Company;

• (b) 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;

• (c) promoter of the Company; or

• (d) broker or underwriter in relation to the Offer,

has, or had within 2 years before the date of this Prospectus, any interest in:

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

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

• (iii) the issue of Securities under this Prospectus,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons as an inducement to become, or to qualify as, a director or expert of the Company or otherwise for services rendered by him in connection with the formation or promotion of the Company or the issue of Securities under this Prospectus.

Page 53

8.5. Disclosure of Interests

Apart from the interests detailed in the table below, none of the Directors’ have interests in Shares or Options either held directly, held by entities controlled by them or held by entities of which they are directors as at the date of this Prospectus.

Following completion of the recapitalisation, the Directors (or their nominees) will have the following interests in Shares and Options in the Company:

Director	Number of Shares held as at the date of this Prospectus	Number of Options
Terry Cuthbertson	-	-
Gary Stewart	-	-
Michael Doery	-	-
Michael Brooks	140,000	-

Mr Brooks has agreed that, during the period of 3 months commencing on the Closing Date of the Offer, he will not sell, dispose of or transfer any of the shares held by him at the date of this Prospectus.

8.6. Fees and Benefits

The Constitution of the Company provides that the Non-Executive Directors may be paid for their services as Non-Executive Directors, a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting, where notice of the amount of the suggested increase and the maximum sum that may be paid shall have been given to Shareholders in the notice convening the meeting.

No remuneration or other emoluments have been paid to any of the Directors over the past 12 months. It is proposed that following recapitalisation of the Company the Directors will be paid a fee for their services provided to the Company at a rate comparable to a director providing similar services to a company of a similar size and industry as the Company.

PKF acts as auditor to the Company. PKF will be paid approximately $2,000 plus GST for services provided in relation to this Prospectus. Subsequently, fees will be charged in accordance with normal charge out rates.

TressCox Lawyers acts as solicitors to the Company. TressCox Lawyers will be paid approximately $30,000 plus GST for services provided in relation to this Prospectus. Subsequently, fees will be charged in accordance with normal charge out rates.

Page 54

Patersons Securities Limited acts as Lead Manager to the Offers. Patersons Securities Limited will be paid approximately $138,000 (assuming the Offers are fully subscribed) for services provided in relation to this Prospectus. Subsequently, fees will be charged in accordance with normal charge out rates.

8.7. Consents

The following consents have been given in accordance with the Corporations Act and have not been withdrawn as at the date of lodgement of this Prospectus with the ASIC.

Terrence John Rose and David Michael Stimpson have consented to being named as the Deed Administrators of the Company in this Prospectus and have not withdrawn their consent prior to lodgement of this Prospectus with the ASIC.

The Directors have consented to being named as Directors in this Prospectus and have not withdrawn their consent prior to lodgement of this Prospectus with the ASIC.

PKF has given its written consent to being named as the Company’s auditor and has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

TressCox Lawyers has given its written consent to being named as solicitors to the Company and has not withdrawn its consent prior to lodgement of this Prospectus with the ASIC.

Patersons Securities Limited has given its written consent to being named as the Company’s Lead Manager to the Offers in this Prospectus and has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

None of the entities referred to in this Section 8.7 have authorised or caused the issue of this Prospectus and do not accept any liability to any persons in respect of any false or misleading statement in, or omission from, any part of this Prospectus.

8.8. Estimated Expenses of Offer

The total estimated expenses of the Offer are $208,000 (assuming full subscription under the Offers but no oversubscriptions).

8.9. Market Price of Shares

The Company’s securities have been suspended from trading on ASX since 1 October 2009. The latest available closing sale price of the Company’s Shares on ASX on 30 September 2009 was $0.145.

Page 55

The highest and lowest market sale prices of the Company’s Shares on the ASX during the 18 months prior to the date of this Prospectus and the respective dates of those sales were as follows:

Highest: $0.24 on 17 July 2009; and

Lowest: $0.14 on 2 September 2009.

While the consolidation of the Shares was completed on 5 August 2010, as the Company has been suspended since 1 October 2009 there has been no on market trading in the post-consolidated Shares.

8.10. Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

8.11. Deed Administrators’ Disclaimer

This Prospectus and the making of the Offers has been prepared and issued by the Directors of the Company. The Deed Administrators were not involved in the preparation or issuing of the Prospectus or making the Offers and as such, cannot verify the accuracy of the Prospectus and the Offers. The Deed Administrators accept no liability from any errors or omissions resulting from the issuing of this Prospectus or the making of the Offers.

Page 56

9. DIRECTOR’S CONSENT

The Directors of OMI Holdings Limited (Subject to Deed of Company Arrangement) have authorised the issue of this Prospectus on behalf of OMI Holdings Limited (Subject to Deed of Company Arrangement).

Each director has consented in writing to the lodgment of this Prospectus with ASIC, in accordance with Section 720 of the Corporations Act.

==> picture [153 x 28] intentionally omitted <==

Terry Cuthbertson CHAIRMAN

Page 57

10. GLOSSARY OF TERMS

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

AEDT	Australian Eastern Daylight Time.
Applicant	An investor that applies for Securities using an Application Form
	pursuant to this Prospectus.
Application Form	The Promoter Offer Application Form and the General Offer
	Application Form andApplication Formmeans one of them.
ARR Committee	Audit, Risk & Remuneration Committee.
ASIC	Australian Securities and Investments Commission.
ASX Settlement	ASX Settlement Pty Ltd (ACN 008 504 532).
ASX Settlement	The settlement rules of ASX Settlement.
Operating Rules
ASX	ASX Limited (ABN 98 008 624 691) or the Australian Securities
	Exchange, as the context requires.
Balance SBL Deed	$115,000 to be paid by SBN or the Company to the Deed
Contribution	Administrators within 5 Business Days following the issue of Shares
	under the Proposal.
Board	The board of Directors.
Business Day	A day on which trading takes place on the stock market of ASX.
Chelsea Medical	Chelsea Medical Pty Ltd (ACN 143 197 871)
CHESS	Clearing House Electronic Subregister System operated by ASX
	Settlement.
Claims	Debt payable, or claim against, the Company (based in contract, tort,
	statute or otherwise, present or future, certain or contingent,
	ascertained or sounding only in damages), including without limiting
	the generality of the foregoing any claim by a person who is a
	shareholder of the Company, whether in the person’s capacity as a
	shareholder or otherwise being a debt or claim the circumstances

Page 58

giving rise to which occurred on or before the 31 December 2009 that would be admissible to proof against the Company in accordance with Division 6 of Part 5.6 of the Corporations Act if the Company were to be wound up.

Closing Date The closing date for receipt of Application Forms under this Prospectus for the Offers as set out in Section 2.2 of this Prospectus.

Company or OMI OMI Holdings Limited (Subject to Deed of Company Arrangement) (ACN 091 192 871). Consolidation A consolidation of the Company’s issued securities on a one (1) for five (5) basis. Constitution The Company’s Constitution as at the date of this Prospectus. Corporations Act Corporations Act 2001 (Cth). Creditors’ Trust Creditors’ Trust means the creditors’ trust established for the Company by the Deed Administrator in accordance with the DOCA. Deed Administrators Terrence John Rose and David Michael Stimpson DOCA The deed of company arrangement entered into by the Company, the Deed Administrator and SBN. Directors Terry Cuthbertson – Non-Executive Chairman, Gary Stewart – NonExecutive Director, Michael Doery – Non-Executive Director and Michael Brooks – Non-Executive Director. Dollar or “$” Australian dollars. Existing Loan $15,000 advanced by SBN to the Company to be applied to the Creditors’ Trust. Exposure Period The period of 7 days after the date of lodgement of the prospectus dated 24 September 2010, which period may be extended by the ASIC by not more than 7 days pursuant to Section 727(3) of the Corporations Act. FDA United States Food and Drug Administration. First Repayment Date The First Repayment Date pursuant to the Loan Agreements, being 1 Business Day following payment of the Balance SBL Deed

Page 59

	Contribution to the Deed Administrators.
General Offer	The offer of 300 million Shares at a price of $0.005 per share to raise
	$1,650,000 (plus oversubscriptions of up to 150 million Shares to raise
	up to a further $750,000) as set out in this Prospectus.
ISO	International Organization for Standardization that develops and
	publishes a series of standards that define, establish, and maintain an
	effective quality assurance system for manufacturing and service
	industries.
Lead Manager	The mandate between Patersons and the Company dated 29 July
Mandate	2010 as detailed at Section 7.4 of this Prospectus.
Listing Rules	The Listing Rules of ASX.
Loan Agreement	Loan agreement between SBN and the Company dated 24 September
	2010 as described at Section 7.5 of this Prospectus.
Minimum	A total of $1,150,000 to be raised under this Prospectus.
Subscription
Offers	The Promoter Offer and the General Offer as set out in this
	Prospectus.
Opening Date	The opening date for receipt of Application Forms for all Offers under
	this Prospectus as set out in Section 2.2.
Option	An option to acquire a Share.
Patersons or Lead	Patersons Securities Limited (ACN 008 896 311).
Manager
Promoter Offer	The offer of 60 million Shares at a price of $0.0025 per share to raise
	$150,000 together with one free attaching Option per Share as set out
	in this Prospectus.
Proposal Expenses	Amounts advanced by SBN or directly paid by SBN to third parties
	which related to expenses incurred in connection with the
	implementation of the Proposal and the Offers, and which are to be
	repaid to SBN by the Company in accordance with the Loan
	Agreement.
Prospectus	This Prospectus.

Page 60

RTI	Retractable Technologies Inc.
SBN or Sun	Sun Biomedical Limited (ACN 001 285 230).
Biomedical
Second Repayment	The Second Repayment Date pursuant to the Loan Agreement, being
Date	a date specified in a notice given by the SBN to the Company following
	the First Repayment Date, to be decided in SBN’s discretion. The date
	specified in the notice must be at least 3 Business Days after the date
	of the notice.
Securities	Shares and/or Options as the context requires.
Services Agreement	Agreement for the provision of various services by Chelsea Medical
	Limited to the Company as detailed at Section 7.3.
Share	A fully paid ordinary share in the capital of the Company and where the
	context permits means the Shares the subject of the Offer.
Shareholder	A holder of a Share.
TGA	Australian Therapeutic Goods Administration.

Page 61

OMI Holdings Limited (subject to Deed of Company Arrangement) ABN 11 091 192 871

Registry Use Only

==> picture [21 x 29] intentionally omitted <==

General Offer

Application Form

==> picture [261 x 97] intentionally omitted <==

----- Start of picture text -----

Broker Code Adviser Code
I/we lodge full Application Money
B
.
A$
----- End of picture text -----

This Application Form is important. If you are in doubt as to how to deal with it, please contact your stockbroker or professional adviser without delay. You should read the entire prospectus carefully before completing this form. To meet the requirements of the Corporations Act, this Application Form must not be distributed unless included in, or accompanied by, the prospectus.

A	I/we apply for			B	I/we lodge full	I/we lodge full	Application Money	Application Money
					A$					.
	Number of ������in ���	������	�����	������������������at ������per �����
	������lesser number of �	�����	which	may be allocated to me/us
C	Individual/Joint applications - refer to naming standards overleaf for correct forms of registrable title(s)
	Title or Company Name	Given Name(s)				Surname
	Joint Applicant 2 or Account Designation
	Joint Applicant 3 or Account Designation
D	Enter your postal address - Include State and Postcode
	Unit Street Number			Street Name or PO Box /Other Information
	City / Suburb / Town							State		Postcode
E	Enter your contact details
	Contact Name						Telephone Number - Business Hours		/ After	Hours
							(	)
F	CHESS Participant
	Holder Identification Number (HIN)

Please note that if you supply a CHESS HIN but the name and address details on your form do not correspond exactly with the registration details held at CHESS, your application will be deemed to be made without the CHESS HIN, and any securities issued as a result of the ��������������� will be held �������Issuer Sponsored subregister.

X

Cheque details - Make your cheque or bank draft payable to �����������������������������������������������

G BSB Number Account Number Drawer Amount of cheque A$ Cheque Number BSB Number Account Number Drawer Amount of cheque A$ Cheque Number	G BSB Number Account Number Drawer Amount of cheque A$ Cheque Number BSB Number Account Number Drawer Amount of cheque A$ Cheque Number	G BSB Number Account Number Drawer Amount of cheque A$ Cheque Number BSB Number Account Number Drawer Amount of cheque A$ Cheque Number	G BSB Number Account Number Drawer Amount of cheque A$ Cheque Number BSB Number Account Number Drawer Amount of cheque A$ Cheque Number	G BSB Number Account Number Drawer Amount of cheque A$ Cheque Number BSB Number Account Number Drawer Amount of cheque A$ Cheque Number	G BSB Number Account Number Drawer Amount of cheque A$ Cheque Number BSB Number Account Number Drawer Amount of cheque A$ Cheque Number	G BSB Number Account Number Drawer Amount of cheque A$ Cheque Number BSB Number Account Number Drawer Amount of cheque A$ Cheque Number	G BSB Number Account Number Drawer Amount of cheque A$ Cheque Number BSB Number Account Number Drawer Amount of cheque A$ Cheque Number
							A$

By submitting this Application Form, I/we declare that this application is completed and lodged according to the Prospectus and the declarations/statements on the reverse of this Application form and I/we declare that all details and statements made by me/us (including the declaration on the reverse of this Application Form) are complete and accurate. I/we agree to be bound by the Constitution of the Company. See back of form for completion guidelines

==> picture [15 x 15] intentionally omitted <==

���

���

How to complete this form

A Shares Applied for Enter the number of ������you wish to apply for. The application must be for a minimum of ��������������. Applications for greater than ��������������must be in multiples of �������������. B Application Monies Enter the amount of Application Monies. To calculate the amount, multiply the number of ������by the price per ������ C Applicant Name(s)

Enter the full name you wish to appear on the statement of share holding. This must be either your own name or the name of a company. Up to 3 joint Applicants may register. You should refer to the table below for the correct forms of registrable title. Applications using the wrong form of names may be rejected. Clearing House Electronic Subregister System (CHESS) participants should complete their name identically to that presently registered in the CHESS system.

Postal Address D Enter your postal address for all correspondence. All communications to you from the Registry will be mailed to the person(s) and address as shown. For joint Applicants, only one address can be entered. E Contact Details Enter your contact details. These are not compulsory but will assist us if we need to contact you.

F CHESS

• ����������� ����������� to the ASX to participate in���������������� ������������������������������������������������������������ A�� Limited.

���CHESS, the company will operate an electronic CHESS Subregister of security holdings and an electronic Issuer Sponsored Subregister of security holdings. Together the two Subregisters will make up the Company’s principal register of securities. The Company will not be issuing certificates to applicants in respect of ������allotted. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold ������allotted to you under this Application on the CHESS Subregister, enter your CHESS HIN. Otherwise, leave this section blank and on allotment, you will be sponsored by the Company and allocated a Securityholder Reference Number (SRN).

G Payment

Make your cheque or bank draft payable to ���������������������� ������������������������ ����Australian ������� and cross it Not Negotiable. ���������������������draft must be drawn on an Australian Bank.

Complete the cheque details in the boxes provided. The total amount must agree with the amount shown in box B.

Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Application Form where indicated. Cash will not be accepted. Receipt for payment will not be forwarded .

Before completing the Application Form the applicant(s) should read the Prospectus to which this application relates. By lodging the Application Form, the applicant agrees that this application for ������in �����������is upon and subject to the terms of the Prospectus and the Constitution of �����������, agrees to take any number of ������that may be allotted to the Applicant(s) pursuant to the prospectus and declares that all details and statements made are complete and accurate. It is not necessary to sign the Application Form.

Lodgement of Application

Application Forms must be received by Computershare Investor Services Pty Limited ������by no later than ������������� on ���������������. You should allow sufficient time for this to occur. Return the Application Form with cheque(s) attached to:

Computershare Investor Services Pty Limited GPO Box 52

MELBOURNE VIC ����

Neither Computershare nor the Company accepts any responsibility if you lodge the Application Form at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by Computershare Investor Services Pty Limited ("CIS"), as registrar for securities issuers ("the issuer"), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or E-mail privacy@computershare.com.au

~~x~~ Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or E-mail privacy@computershare.com.au If you have any enquiries concerning your application, please contact the Computershare Investor Services Pty Limited on ����������. Correct forms of registrable title(s) Note that ONLY legal entities are allowed to hold ������. Applications must be made in the name(s) of natural persons, companies or other legal entities in accordance with the Corporations Act. At least one full given name and the surname is required for each natural person. The name of the beneficial owner or any other registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms of registrable title(s) below. Type of Investor Correct Form of Registration Incorrect Form of Registration Trusts - Use trustee(s) personal name(s) - Do not use the name of the trust Individual - Use given name(s) in full, not initials Joint - Use given name(s) in full, not initials Company - Use company title, not abbreviations Deceased Estates - Use executor(s) personal name(s) - Do not use the name of the deceased Minor (a person under the age of 18) - Use the name of a responsible adult with an appropriate designation Partnerships - Use partners personal name(s) - Do not use the name of the partnership Clubs/Unincorporated Bodies/Business Names - Use office bearer(s) personal name(s) - Do not use the name of the club etc Superannuation Funds - Use the name of trustee of the fund - Do not use the name of the fund Mr John Alfred Smith Mr John Alfred Smith & Mrs Janet Marie Smith ABC Pty Ltd Ms Penny Smith Mr Michael Smith Mr John Alfred Smith Mr John Smith & Mr Michael Smith Mrs Janet Smith John Smith Pty Ltd J.A Smith ABC P/L ABC Co Penny Smith Family Trust Estate of Late John Smith Peter Smith John Smith & Son ABC Tennis Association John Smith Pty Ltd Superannuation Fund John Alfred & Janet Marie Smith ���	~~x~~ Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or E-mail privacy@computershare.com.au If you have any enquiries concerning your application, please contact the Computershare Investor Services Pty Limited on ����������. Correct forms of registrable title(s) Note that ONLY legal entities are allowed to hold ������. Applications must be made in the name(s) of natural persons, companies or other legal entities in accordance with the Corporations Act. At least one full given name and the surname is required for each natural person. The name of the beneficial owner or any other registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms of registrable title(s) below. Type of Investor Correct Form of Registration Incorrect Form of Registration Trusts - Use trustee(s) personal name(s) - Do not use the name of the trust Individual - Use given name(s) in full, not initials Joint - Use given name(s) in full, not initials Company - Use company title, not abbreviations Deceased Estates - Use executor(s) personal name(s) - Do not use the name of the deceased Minor (a person under the age of 18) - Use the name of a responsible adult with an appropriate designation Partnerships - Use partners personal name(s) - Do not use the name of the partnership Clubs/Unincorporated Bodies/Business Names - Use office bearer(s) personal name(s) - Do not use the name of the club etc Superannuation Funds - Use the name of trustee of the fund - Do not use the name of the fund Mr John Alfred Smith Mr John Alfred Smith & Mrs Janet Marie Smith ABC Pty Ltd Ms Penny Smith Mr Michael Smith Mr John Alfred Smith Mr John Smith & Mr Michael Smith Mrs Janet Smith John Smith Pty Ltd J.A Smith ABC P/L ABC Co Penny Smith Family Trust Estate of Late John Smith Peter Smith John Smith & Son ABC Tennis Association John Smith Pty Ltd Superannuation Fund John Alfred & Janet Marie Smith ���	~~x~~ Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or E-mail privacy@computershare.com.au If you have any enquiries concerning your application, please contact the Computershare Investor Services Pty Limited on ����������. Correct forms of registrable title(s) Note that ONLY legal entities are allowed to hold ������. Applications must be made in the name(s) of natural persons, companies or other legal entities in accordance with the Corporations Act. At least one full given name and the surname is required for each natural person. The name of the beneficial owner or any other registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms of registrable title(s) below. Type of Investor Correct Form of Registration Incorrect Form of Registration Trusts - Use trustee(s) personal name(s) - Do not use the name of the trust Individual - Use given name(s) in full, not initials Joint - Use given name(s) in full, not initials Company - Use company title, not abbreviations Deceased Estates - Use executor(s) personal name(s) - Do not use the name of the deceased Minor (a person under the age of 18) - Use the name of a responsible adult with an appropriate designation Partnerships - Use partners personal name(s) - Do not use the name of the partnership Clubs/Unincorporated Bodies/Business Names - Use office bearer(s) personal name(s) - Do not use the name of the club etc Superannuation Funds - Use the name of trustee of the fund - Do not use the name of the fund Mr John Alfred Smith Mr John Alfred Smith & Mrs Janet Marie Smith ABC Pty Ltd Ms Penny Smith Mr Michael Smith Mr John Alfred Smith Mr John Smith & Mr Michael Smith Mrs Janet Smith John Smith Pty Ltd J.A Smith ABC P/L ABC Co Penny Smith Family Trust Estate of Late John Smith Peter Smith John Smith & Son ABC Tennis Association John Smith Pty Ltd Superannuation Fund John Alfred & Janet Marie Smith ���
Individual - Use given name(s) in full, not initials	Mr John Alfred Smith	J.A Smith
Joint - Use given name(s) in full, not initials	Mr John Alfred Smith & Mrs Janet Marie Smith	John Alfred & Janet Marie Smith
Company - Use company title, not abbreviations	ABC Pty Ltd	ABC P/L ABC Co
Trusts - Use trustee(s) personal name(s) - Do not use the name of the trust	Ms Penny Smith	Penny Smith Family Trust
Deceased Estates - Use executor(s) personal name(s) - Do not use the name of the deceased	Mr Michael Smith	Estate of Late John Smith
Minor (a person under the age of 18) - Use the name of a responsible adult with an appropriate designation	Mr John Alfred Smith	Peter Smith
Partnerships - Use partners personal name(s) - Do not use the name of the partnership	Mr John Smith & Mr Michael Smith	John Smith & Son
Clubs/Unincorporated Bodies/Business Names - Use office bearer(s) personal name(s) - Do not use the name of the club etc	Mrs Janet Smith	ABC Tennis Association
Superannuation Funds - Use the name of trustee of the fund - Do not use the name of the fund	John Smith Pty Ltd	John Smith Pty Ltd Superannuation Fund