GENETIC TECHNOLOGIES LIMITED — Capital/Financing Update 2004

Jun 14, 2004

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

GENETIC TECHNOLOGIES LIMITED

ABN 17 009 212 238

We (the entity) give ASX the following information.

Part 1 - All issues

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

$\mathbf{I}$ ⁺Class of ⁺securities issued or to be issued

ORDINARY SHARES

Number of ⁺securities issued or to $\mathfrak{D}$ be issued (if known) or maximum number which may be issued

16,666,667 NEW ORDINARY SHARES AT A DEEMED ISSUE PRICE OF 75 CENTS EACH.

3 Principal terms of the ⁴securities (eg. if options, exercise price and date: if partly expiry paid *securities, the amount outstanding and due dates for payment; if the *convertible securities. conversion price and dates for conversion)

SATISFACTION OF THE NET PURCHASE PRICE OF \$12.5M PURSUANT TO THE IP SALE AND ROYALTY AGREEMENT WITH CY O'CONNOR ERADE VILLAGE FOUNDATION OF PERTH DATED 8 APRIL. 2004.

VILLAGE CY O'CONNOR ERADE FOUNDATION HAS AGREED UNDER THE AGREEMENT DATED 8 APRIL 2004 THAT IT WILL NOT OFFER FOR SALE, SELL OR OTHERWISE DEAL WITH THESE SHARES FOR 12 MONTHS AFTER 4 DECEMBER 2004. THEREAFTER IT CAN ONLY SELL 20% OF ITS SHAREHOLDING EACH YEAR.

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing "class of quoted securities? If the additional securities do not rank equally, please state: the date from which they do the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend,	YES
	distribution or interest payment
5	Issue price or consideration	\$0.75
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	SATISFACTION OF THE NET PURCHASE PRICE OF \$12.5M PURSUANT TO THE IP SALE AND ROYALTY AGREEMENT WITH CY. O'CONNOR ERADE VILLAGE FOUNDATION OF PERTH DATED 8 APRIL 2004.
7	Dates of entering *securities into uncertificated holdings or despatch of certificates	15 JUNE 2004
		Number	*Class
8	Number class and οf all securities quoted ASX. on (including the securities in clause 2 if applicable)	296,808,561	ORDINARY

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	and tclass Number of all *securities not quoted on ASX (including the securities in clause 2 if applicable)	65,835 614	OPTIONS AT \$0.20 EXPIRING 14/4/05 (GTGAK)
		2,000,000	OPTIONS AT \$0.45 EXPIRING 14 APRIL 2005 (GTGAY)
		1,157,500	OPTIONS AT \$0.49 EXPIRING 30 NOVEMBER 2007 (GTGAO)
		2,225,000	OPTIONS AT \$0.56 EXPIRING 30 NOVEMBER 2007 (GTGAI)
		4,250,000	OPTIONS AT \$0.61 EXPIRING 30 NOVEMBER 2007 (GTGAM)
		1,675,000	OPTIONS AT \$0.44 EXPIRING 20 MAY 2009 (GTGAQ)
		175,000	OPTIONS AT \$0.38 EXPIRING 20 MAY 2009 (GTGAS)
		6,666,667	OPTIONS AT \$1.00 EXPIRING 30 SEPTEMBER 2005 (GTGAU)
		1,000,000	OPTIONS AT 48 CENTS - 20 MAY 2009 (GTGAY)
		750,000	OPTIONS AT 59 CENTS – 15 DECEMBER 2009 (GTGAW)

Dividend policy (in the case of a
trust, distribution policy) on the $N/A$
increased capital (interests) $10₁$

⁺ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$	holder approval security Is required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the *securities will be offered
14	Class of securities to which the offer relates
15	*Record determine date to. entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has *security holders who will not be. sent new issue documents
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date οf for receipt acceptances or renunciations

⁺ See chapter 19 for defined terms.

20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders
25	If the issue is contingent on "security holders" approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do *security holders sell their entitlements in full through - a broker?
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?

⁺ See chapter 19 for defined terms.

• How do *security holders dispose 32 of their entitlements (except by sale through a broker)?
• 33 *Despatch date

Part 3 - Quotation of securities

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

-34	Type of securities (tick one)
(a)	Securities described in Part 1

$(b)$

			All other securities
--	--	--	----------------------

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

(If the additional securities do not form a new class, go to $43$ )

Tick to indicate you are providing the information or documents

-35	If the "securities are "equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders
-36	If the securities are equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$ $5,001 - 10,000$ 10.001 - 100.000 100,001 and over
-37	A copy of any trust deed for the additional "securities

(now go to $43$ )

$+$ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which *quotation is sought
• 39 Class of *securities for which quotation is sought
• 40 Do the *securities rank equally in all respects from the date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• 41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number and *class of all *securities 42 quoted on ASX (including the securities in clause $38$ )

Number	+ Class

(now go to $43$ )

$+$ See chapter 19 for defined terms.

All entities

Fees

$43$

Payment method (tick one)
$\left \begin{array}{c} \end{array} \right $ Cheque attached
Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time.
Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities.

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those "securities should not be granted "quotation.
• An offer of the securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any ٠ applications received by us in relation to any "securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.

$+$ See chapter 19 for defined terms.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:
	(Director)

JAN DENNIS................................... Print name:

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$+$ See chapter 19 for defined terms.