GENETIC TECHNOLOGIES LIMITED — Share Issue/Capital Change 2006

Jan 17, 2006

ASX ANNOUNCEMENT January 18th, 2006

Changes to options

Genetic Technologies Limited (ASX: GTG; NASDAQ: GENE) reports the recent expiry of 1,400,000 unlisted options over ordinary shares in the Company. Of this total, 1,000,000 options had the ASX code GTGAM and an exercise price of \$0.61, while the remaining 400,000 options had the ASX code GTGAD and an exercise price of \$0.43. These options are now cancelled in the books of the Company.

GTG further announces the granting of 400,000 unlisted options over ordinary shares in the Company, the details of which are disclosed in the attached ASX Appendix 3B New Issue Announcement.

FOR FURTHER INFORMATION PLEASE CONTACT

Mr. Thomas G. Howitt Company Secretary

Genetic Technologies Limited Phone: +61 3 9415 1135

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

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

Name of entity

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).

• $\mathbf{1}$ Class of securities issued or to be issued
• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• $\overline{3}$ Principal terms of the *securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

Unlisted options

400,000 options

200,000 options expiring 11 June 2009 each with an exercise price of \$0.45

200,000 options expiring 17 January 2012 each with an exercise price of \$0.45

⁺ 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 ۰ 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	Yes
5	Issue price or consideration	Nil
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	To provide an incentive and to align the interests of the recipient with those of the shareholders
7	Dates of entering "securities into uncertificated holdings or despatch of certificates	17 January 2006
8.	Number and + class of all + securities quoted on ASX (including the securities in clause 2 if applicable)	Number 362,389,899	$\pm$ Class Ordinary shares

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable)	902,500	OPTIONS AT \$0.49 EXPIRING 30 NOVEMBER 2007 (GTGAO)
		1,750,000	OPTIONS AT \$0.56 EXPIRING 30 NOVEMBER 2007 (GTGAI)
		3,250,000	OPTIONS AT \$0.61 EXPIRING 30 NOVEMBER 2007 (GTGAM)
		1,600,000	OPTIONS AT \$0.44 EXPIRING 20 MAY 2009 (GTGAQ)
		175,000	OPTIONS AT \$0.38 EXPIRING 20 MAY 2009 (GTGAS)
		1,000,000	OPTIONS AT \$0.48 EXPIRING 20 MAY 2009 (GTGAP)
		580,000	OPTIONS AT \$0.56 EXPIRING 27 FEBRUARY 2010 (GTGAZ)
		500,000	OPTIONS AT \$0.49 EXPIRING 27 FEBRUARY 2010 (GTGAZ)
		750,000	OPTIONS AT \$0.48 EXPIRING 6 SEPTEMBER 2010 (GTGAA)
		600,000	OPTIONS AT \$0.70 EXPIRING 7 SEPTEMBER 2007 (GTGAB)
		500,000	OPTIONS AT \$0.48 EXPIRING 25 NOVEMBER 2010 (GTGAC)
		1,050,000	OPTIONS AT \$0.43 EXPIRING 12 AUGUST 2011 (GTGAD)
		1,000,000	OPTIONS AT \$0.53 EXPIRING 12 AUGUST 2011 (GTGAE)
		1,000,000	OPTIONS AT \$0.56 EXPIRING 23 NOVEMBER 2011 (GTGAF)
		200,000	OPTIONS AT \$0.45 EXPIRING 11 JUNE 2009 (new)
		200,000	OPTIONS AT \$0.45 EXPIRING 17 JANUARY 2012 (new)
10	Dividend policy (in the
	case of a trust, distribution	Not applicable

case of a trust, distribution policy) on the increased
capital (interests)

⁺ See chapter 19 for defined terms.

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the "securities will be offered
14	Class of securities to which the offer relates
15	*Record date to determine entiflements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has "security holders who will not be sent new issue documents
	Note: Security holders must be told how their entitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closing date for receipt of acceptances or renunciations
20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders

⁺ See chapter 19 for defined terms.

• 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
• Date rights trading will begin (if 28 applicable)
• 29 Date rights trading will end (if applicable)
• 30 How do "security holders sell their entitlements in full through a broker?
• $31$ How do *security holders sell part of their entitlements through a broker and accept for the balance?
• 32 How do *security holders dispose of their entitlements (except by sale through a broker)?
• 1. *Despatch date

• See chapter 19 for defined terms.

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)

$(b)$

Securities described in Part 1 $(a)$

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 conve

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35	If the "securities are "equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders
36	If the securities are equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ $100.001$ and over
37	A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

• 38 Number of securities for which *quotation is sought
• 39 Class of *securities for which quotation is sought

$+$ See chapter 19 for defined terms.

40 Do the *securities rank equally in all respects from the date of allotment with an existing *class of quoted *securities?

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

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

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

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

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

Number	+ Class

⁺ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{1}$ *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{\mathcal{L}}$ We warrant the following to ASX.
• The issue of the *securities to be quoted complies with the law and is not for $\bullet$ an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

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

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any "securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the ٠ 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 $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• $\mathfrak{Z}$ 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:

Date: 18 January 2006

Thomas G. Howitt Print name:

Company Secretary

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$+$ See chapter 19 for defined terms.