ASX/MEDIA RELEASE

4 May 2009

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CAU TO RAISE FUNDS VIA A PARTLY UNDERWRITTEN NON‐RENOUNCEABLE RIGHTS ISSUE

Introduction

As foreshadowed in previous announcements, CollTech Australia Limited is to undertake a partly underwritten, non‐renounceable Rights Issue to provide for ongoing working capital requirements

Use of Funds

The purpose of the Rights Issue is to provide on‐going working capital to meet the Company’s day to day operating needs. On 3 December 2008 the Company announced the proposed acquisition of Holista Biotech Sdn Bhd (“Holista”). Further information on the acquisition was announced to ASX on 17 March 2009. Due to unanticipated delays in completing the acquisition of Holista, the Company now seeks to raise further working capital for the purposes of assisting in the costs of funding the acquisition and maintaining the Company and its assets pending completion of the acquisition of Holista (anticipated to occur before 30 June 2009).

Details of the Rights Issue

The Rights Issue is a non‐renounceable pro‐rata entitlements issue to eligible shareholders of up to 55,450,467 New Shares on the basis of one New Share for every five Existing Shares held as at the record date at an issue price of 1 cent each. The Rights Issue will raise up to $554,504 before issue costs.

The Rights Issue is partly underwritten by Mercatus Capital Pte Ltd to the extent of $300,000.

Timetable

Announcement of Rights Issue and Prospectus
Notice sent to Shareholders
“Ex” Date
Record Date to determine Entitlement to New Shares
Rights Issue opens for receipt of Applications
Despatch of Prospectus and Application Form
Closing date for Applications and payment in full
Notify ASX of under subscriptions
Despatch date of holding statements, New Shares entered into
the holders’ security holdings
Trading commencesfor NewShares

4 May 2009
6 May 2009
7 May 2009
13 May 2009
19 May 2009
19 May 2009
2 June 2009
5 June 2009
11 June 2009
12June2009

CollTech Australia Ltd | ABN 24 094 515 992 PO Box 1661 Osborne Park WA 6916 Australia P +618 9426 3900 | F +618 9426 3909 | W www.colltech.com.au | E [email protected]

ASX/MEDIA RELEASE

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About CollTech

CollTech Australia Limited is an ASX‐listed (ASX: CAU) bio‐industrial company based in Perth, Western Australia. CollTech specialises in the development and commercialisation of ovine collagen products and is currently the only company in the world manufacturing and marketing this type of collagen. CollTech’s OVICOLL® ovine collagen has several advantages over its bovine, porcine, ‘plant’ and marine competitors including:

Disease‐free – sourced from certified and fully traceable livestock
Culturally acceptable and Halal certified – there is no known cultural or religious group that objects to the use of ovine products
High purity and thermal stability – optimises function and reduces impurities

The company currently markets OVICOLL®|C and OVICOLL®|Clear for cosmetic applications and OVICOLL®|R for research applications. OVICOLL®|M for medical purposes is expected to be released in late 2008.

Enquiries: Stephen Carter, Non‐Executive Chairman P: +618 9426 3900 E: [email protected]

Alan Boys Company Secretary P: +61 (0)412043175 E: [email protected]

CollTech Australia Ltd | ABN 24 094 515 992 PO Box 1661 Osborne Park WA 6916 Australia P +618 9426 3900 | F +618 9426 3909 | W www.colltech.com.au | E [email protected]

COLLTECH AUSTRALIA LIMITED ABN 24 094 515 992

NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

For a pro‐rata non‐renounceable Rights Issue of 1 New Share for every 5 Existing Shares held at an issue price of 1 cent per New Share to raise up to $554,504 before issue costs.

UNDERWRITER Mercatus Capital Pte Ltd

Important Notice

This document is important and requires your immediate attention. Applicants should read this Prospectus in its entirety before deciding whether to apply for the New Shares. The New Shares offered by this Prospectus should be considered speculative.

1	Important Notes................................................................................................................. 1
2	Details of the offer............................................................................................................. 3
3	Action required by Shareholders .................................................................................... 8
4	Purpose and Effect of the Issue .................................................................................... 10
5	Company Overview......................................................................................................... 14
6	Rights and Liabilities Attaching to New Shares........................................................... 17
7	Risk Factors..................................................................................................................... 19
8	Additional Information.................................................................................................... 25
9	Directors' Consent .......................................................................................................... 34
10	Glossary........................................................................................................................... 35
11	Corporate Directory ........................................................................................................ 37

KEY DATES

KEY DATES
Announcement of Rights Issue and Prospectus	4 May 2009
Record Date to determine Entitlement to New Shares	13 May 2009
Despatch of Prospectus with Application Form	19 May 2009
Closing date for Applications	2 June 2009
Allotment and issue of New Shares	11 June 2009
Despatch of holdingstatements	11June 2009

These dates are indicative only and subject to change. The Company, in conjunction with the Underwriter, reserves the right, subject to the Corporations Act and the ASX Listing Rules, to vary the above dates.

1 IMPORTANT NOTES

Shareholders should read this document in its entirety and, if in doubt, should consult their professional advisers.

This Prospectus is dated 4 May 2009 and a copy of this Prospectus was lodged with the ASIC on that date. The ASIC and ASX take no responsibility for the content of this Prospectus.

No New Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

The Company will apply to ASX for Official Quotation of the New Shares.

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

Applications for New Shares offered pursuant to this Prospectus can only be submitted on an original Application Form which accompanies this Prospectus.

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

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

This Prospectus, including each of the documents attached to it and which form part of this Prospectus, is important and should be read in its entirety prior to making an investment decision. If you do not fully understand this Prospectus or are in any doubt as to how to deal with it, you should consult your professional adviser. In particular, it is important that you consider the risk factors (see section 7 of this Prospectus) that could affect the performance of the Company before making an investment decision.

Some words and expressions used in this Prospectus have defined meanings which are explained in the Glossary in section 10 .

ELECTRONIC PROSPECTUS

A copy of the Prospectus can be downloaded from the website of the Company at www.colltech.com.au or the website of ASX at www.asx.com.au. Any person accessing the electronic version of the Prospectus for the purposes of making an investment in the Company must be an Australian resident and must only access the Prospectus from within Australia.

The Corporations Act prohibits any person passing onto another person the Application Form unless it is attached to a hard copy of the Prospectus or it accompanies the

Prospectus final04052009

complete and unaltered version of the Prospectus. Any person may obtain a hard copy of the Prospectus free of charge by contacting the Company or the Underwriter.

2 DETAILS OF THE OFFER

2.1 Introduction

CollTech is offering Eligible Shareholders the opportunity to participate in a non renounceable Rights Issue of New Shares in the Company on the basis of 1 New Share for every 5 Shares held on the Record Date, at an issue price of 1 cent per New Share to raise up to approximately $554,504 before Issue costs.

2.2 Underwriting

The Issue is partially underwritten by Mercatus Capital Pte Ltd. A summary of the Underwriting Agreement is set out in section 8.4 of the Prospectus.

2.3 Entitlements to the Rights Issue

Eligible Shareholders who are on the Companyʹs share register at the close of business on the Record Date, being 5.00 pm WST on 13 May 2009 will receive Rights to acquire 1 New Share for every 5 Existing Shares held, at an issue price of 1 cent per New Share.

Fractional Entitlements will be rounded up to the nearest whole number of New Shares and New Options. For this purpose, holdings in the same name are aggregated for calculation of Entitlements. If the Company considers that holdings have been split to take advantage of rounding, the Company reserves the right to aggregate holdings held by associated Eligible Shareholders for the purpose of calculating Entitlements.

An Application Form setting out your Entitlement to New Shares accompanies this Prospectus.

Eligible Shareholders may apply for Additional New Shares as described in section 2.5 .

2.4 Issue Amount

Up to 55,450,467 New Shares maybe issued pursuant to this Prospectus at an issue price of 1 cent per New Share to raise up to $554,504 before the costs of the Issue.

2.5 Applying for Additional New Shares

Eligible Shareholders may, in addition to their Entitlement, apply for Additional New Shares regardless of the size of their present holding.

Entitlements not taken up will become available as Additional New Shares.

If more Additional New Shares are applied for than the quantity of New Shares not taken up under the Rights Issue, those Applications will be scaled back in a manner determined by the Directors and the Underwriter in their absolute discretion. It is an express term of the Offer that applicants for Additional New Shares will be bound to accept a lesser number of Additional New Shares allocated to them than applied for, if a lesser number is allocated to them. Excess Application Money will be refunded without interest.

2.6 Timetable for the Rights Issue

Announcement of Rights Issue and Prospectus
Notice sent to Shareholders
“Ex” Date
Record Date to determine Entitlement to New Shares
Rights Issue opens for receipt of Applications
Despatch of Prospectus and Application Form
Closing date for Applications and payment in full
Notify ASX of under subscriptions
Despatch date of holding statements, New Shares entered into the
holders’ security holdings
Trading commences for New Shares

4 May 2009
6 May 2009
7 May 2009
13 May 2009
19 May 2009
19 May 2009
2 June 2009
5 June 2009
11 June 2009
12 June 2009

2.7 Rights Trading

Your Rights to the New Shares pursuant to the Rights Issue are non renounceable. Accordingly, there will be no trading of these Rights. If you do not take up your Entitlement, the Offer will lapse and the New Shares will be dealt with by the Company and the Underwriter in accordance with the Underwriting Agreement.

2.8 Acceptances and Entitlements

This Offer may be accepted in whole or in part prior to the Closing Date subject to the rights of the Company and the Underwriter to extend the offer period or close the Offer early.

Instructions for completion of the acceptance of your Entitlement are set out on the Application Form which accompanies this Prospectus.

Acceptance cannot exceed your Entitlement as shown on the Application Form. If it does, acceptance will be deemed to be for your maximum Entitlement and any surplus subscription funds will be returned.

Shareholders wishing to apply for further New Shares in addition to their Entitlement shown on the Application Form may apply for additional New Shares in the manner set out in sections 2.5 and 3.2.

2.9 Market Prices of Existing Shares on ASX

The highest and lowest market sale price of the Existing Shares which are on the same terms and conditions as the New Shares offered under this Prospectus during the 3 months immediately preceding the lodgement of this Prospectus with the ASIC and the last market sale price before the lodgement date of this Prospectus is set out below.

	3 month high	3 month low	Last market sale price
Existing Shares	1.7 cents on 13/2/2009	0.9 cents on 22/2/2009	1.1 cents on 27/4/2009

2.10 Opening and Closing Dates

The Issue will open for receipt of Applications on 19 May 2009 and will close on 2 June 2009, subject to the right of the Company, in consultation with the Underwriter, to vary these dates.

2.11 Allotment

Application monies will be held in trust for applicants until allotment of the New Shares. The Company will be entitled to all interest paid or accrued on Application Monies.

No allotment of the New Shares will occur until ASX grants permission to quote the New Shares.

The New Shares are expected to be allotted by no later than 5.00 pm (WST) on 11 June 2009. Statements of holding of New Shares will be mailed after allotment occurs.

2.12 ASX Quotation

Application for admission of the New Shares to official quotation on ASX will be made within 7 days after the date of this Prospectus.

If such an application is not made within these 7 days, or the New Shares are not admitted to Official Quotation within 3 months after the date of this Prospectus, then the Company will not allot or issue any New Shares and all application monies received pursuant to this Prospectus will be repaid as soon as practicable, without interest.

The fact that ASX may agree to grant Official Quotation of the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares. ASX takes no responsibility for the contents of this Prospectus.

2.13 Ranking of New Shares

The New Shares will rank equally in respect of dividends and in all other respects (eg voting, bonus issues) as Existing Shares.

A summary of the rights and liabilities attaching to the New Shares is set out in section 6 of this Prospectus.

2.14 Non-Resident Shareholders

The Prospectus does not constitute an offer in any country or place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of the Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons who come into possession of the Prospectus should seek advice on and observe any of these restrictions. Failure to comply with these restrictions may violate securities law. Applicants who are resident in countries other than Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any other formalities need to be considered and followed to enable them to subscribe for New Shares.

Accepting Eligible Shareholders resident outside Australia should first consult their professional advisers as to whether or not governmental or other consents are required, or whether formalities need to be observed to enable them to invest. Accepting Eligible Shareholders should also seek advice in respect of the taxation effect of an investment in the Company and dividends that the Company may distribute in the future.

The return of a duly completed Application Form will be taken to constitute a representation and warranty that there has been no breach of such laws and that all necessary approvals and consents have been obtained.

No action has been taken to register or qualify the New Shares or the Offer, or otherwise to permit a public offering of the New Shares in any jurisdiction outside Australia.

In making the Offer to Eligible Shareholders in New Zealand, the Company is relying on the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ).

2.15 CHESS

The Company participates in the Clearing House Electronic Sub‐register System (“ CHESS ”). ASTC, a wholly owned subsidiary of ASX, operates CHESS in accordance with the ASX Listing Rules and the ASTC Settlement Rules.

Under CHESS, applicants will not receive a certificate but will receive a statement of their holding of New Shares.

If you are broker sponsored, ASTC will send you a CHESS statement.

The CHESS statement will set out the number of New Shares issued under this Prospectus, provide details of your holder identification number and give the participation identification number of the sponsor.

If you are registered on the issuer sponsored sub register, your statement will be dispatched by the Company’s share registrar and will contain the number of New Shares issued to you under this Prospectus and your security holder reference number.

A CHESS statement or issuer sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their shareholding changes. Shareholders may request a statement at any other time, however, a charge may be made for additional statements.

2.16 Taxation Implications

The Directors do not consider that it is appropriate to give Shareholders advice regarding the taxation consequences of the Company conducting the non renounceable Rights Issue or applying for New Shares under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation positions of Shareholders. The Company, its advisers and officers do not accept any responsibility or liability for any taxation consequences to Shareholders in the Issue. Shareholders should, therefore, consult their own professional tax adviser in connection with the taxation implications of the Issue.

2.17 Privacy Act

If you complete an application for New Shares, you will be providing personal information to the Company (directly or by the Companyʹs share registry). The Company collects, holds and will use that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder 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 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 ASTC Settlement Rules. You should note that if you do not provide the information required on the application for New Shares, the Company may not be able to accept or process your application.

2.18 Enquiries

Any questions concerning the Issue should be directed to [email protected].

3 ACTION REQUIRED BY SHAREHOLDERS

As an Eligible Shareholder, you may:

take up all of your Entitlement (refer section 3.1 );
apply for Additional New Shares (refer section 3.2 );
accept part of your Entitlement (refer section 3.3 ); and/or
allow all or part of your Entitlement to lapse (refer section 3.4 ).

3.1 To take up all of your Entitlement

Please complete the Application Form, which accompanies this Prospectus, in accordance with the instructions contained on the form. Forward your completed Application Form, together with your cheque for the amount shown to reach the Company’s share registry, Computershare Investor Services Pty Ltd, at either of the following addresses by 5.00 pm WST on 2 June 2009:

By hand:	By post:
Level 2, 45 St Georges Terrace Perth WA 6000	GPO Box D182 Perth WA 6840

Cheques or bank drafts in Australian dollars should be made payable to “CollTech Australia Limited – Rights Issue” and crossed “Not Negotiable”. Cash will not be accepted and no receipts will be issued.

3.2 To apply for Additional New Shares

Eligible Shareholders may, in addition to their Entitlement, apply for Additional New Shares regardless of the size of their present holding.

Please complete the Application Form by inserting the dollar amount for the Additional New Shares you wish to subscribe for.

A single cheque should be used for the Application Money for your Entitlement and the number of Additional New Shares you wish to apply for as stated on the Application Form.

3.3 If you wish to take up part of your Entitlement and allow the balance to lapse

Please complete the Application Form, which accompanies this Prospectus, by inserting the number of New Shares for which you wish to accept (being less than as specified on the Application Form).

Forward your completed Application Form, together with your cheque for the total amount payable in respect of the New Shares accepted to reach the Company’s share

registry, Computershare Investor Services Pty Ltd, at either of the following addresses by 5.00 pm WST on 2 June 2009:

By hand:	By post:
Level 2, 45 St Georges Terrace Perth WA 6000	GPO Box D182 Perth WA 6840

3.4 Entitlements not taken up

If you decide not to accept all or part of your Entitlement, then your Entitlement will lapse.

If you do not wish to take up any part of your Entitlement you are not required to take any action. You will receive no benefit or New Shares and your Entitlement will become available to Eligible Shareholders as Additional New Shares to be applied for.

If you do not wish to take up any part of your Entitlement you are not required to take any action. If you have any queries concerning your Entitlement, please contact the Company’s share registry, your stockbroker or professional adviser.

4 PURPOSE AND EFFECT OF THE ISSUE

4.1 Purpose of the Issue

The purpose for the Issue is to raise up to $554,504 (before costs of the Issue). The proceeds from the Issue are planned to be used in accordance with the table set out below:

Proceeds of the Issue Working capital Expenses of the Offer Total	554,504
	39,000
	515,504

On 3 December 2008 the Company announced the acquisition of Holista Biotech Sdn Bhd (“ Holista ”). Further information on the acquisition was announced to ASX on 17 March 2009. Due to unanticipated delays in completing the acquisition of Holista, the Company now seeks to raise further working capital for the purposes of assisting in the costs of funding the acquisition and maintaining the Company and its assets pending completion of the acquisition of Holista (anticipated to occur before 30 June 2009). Further details in this regard are set out below.

4.2 Effect of the Issue and Pro Forma Balance Sheet

The principal effect of the Issue will be (assuming the issue is fully subscribed and no Options are exercised prior to the Record Date) that:

(a) cash reserves will initially increase by $554,504 before deducting expenses of the Rights Issue; and
(b) the number of Shares on issue will increase from 277,252,333 up to 332,702,800.

Assuming the Issue will be subscribed to the extent of the Underwritten amount (assuming no Options are exercised prior to the Record Date) the principal effect of the Issue will be:

(a) cash reserves will initially increase by $300,000 before deducting expenses of the Rights Issue; and
(b) the number of Shares on issue will increase from 277,252,333 up to 307,252,333.

Set out below are:

(a) an unaudited Balance Sheet of the Company as at 28 February 2009; and
(b) unaudited pro forma Balance Sheets of the Company as at 28 February 2009, incorporating the effect of the Issue, assuming full subscription of $554,504 and (in the alternative) subscription to the extent of the underwritten amount of $300,000, after allowance of respective subscription costs.

The unaudited Balance Sheet and unaudited pro forma Balance Sheets do not consider the effect of the Holista transaction on the Company.

4.3 Balance Sheet

The unaudited Balance Sheet as at 28 February 2009 and unaudited Pro Forma Balance Sheets as at 28 February 2009 shown in the table below have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position.

CollTech Australia Limited Unaudited Balance Sheet As at 28 February 2009

CURRENT ASSETS Cash Receivables Inventories Other Total Current Assets NON‐CURRENT ASSETS Property, Plant & Equipment Total Non‐Current Assets TOTAL ASSETS CURRENT LIABILITIES Payables Interest Bearing Liabilities Total Non‐Current Liabilities NON‐CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued Capital Reserves Accumulated Losses TOTAL EQUITY	ACTUAL PROFORMA Minimum Maximum $ $ $ 443,175 705,676 958.680 1,756 1,756 1,756 186,156 186,156 186,156 56,261 56,261 56,261 687,349 949,849 1,202.853 2,188,783 2,188,783 2,188,783 2,188,783 2,188,783 2,188,783 2,876,132 3,138,632 3,391,636 125,305 125,305 125,305 367,549 367,549 367,549 492,854 492,854 492,854 ‐ ‐ ‐ 492,854 492,854 492,854 2,383,278 2,645,778 2,898,782 12,768,469 13,030,969 13,283,973 911,202 911,202 911,202 (11,296,393) (11,296,393) (11,296,393) 2,383,278 2,645,778 2,898,782	ACTUAL PROFORMA Minimum Maximum $ $ $ 443,175 705,676 958.680 1,756 1,756 1,756 186,156 186,156 186,156 56,261 56,261 56,261 687,349 949,849 1,202.853 2,188,783 2,188,783 2,188,783 2,188,783 2,188,783 2,188,783 2,876,132 3,138,632 3,391,636 125,305 125,305 125,305 367,549 367,549 367,549 492,854 492,854 492,854 ‐ ‐ ‐ 492,854 492,854 492,854 2,383,278 2,645,778 2,898,782 12,768,469 13,030,969 13,283,973 911,202 911,202 911,202 (11,296,393) (11,296,393) (11,296,393) 2,383,278 2,645,778 2,898,782
		2,898,782

The above information does not include the effect of the Holista transaction on the Company.

Assumptions for Unaudited Proforma Balance Sheet

The unaudited proforma Balance Sheets disclosed above, have been prepared on the basis that there has been no material movements in the assets and liabilities of the entity between 28 February 2009 and the date of the Prospectus other than:

the issue of a minimum of 30,000,000 and a maximum of 55,450,467 New Shares at 1 cent each pursuant to the Prospectus to raise gross proceeds of $300,000 or $515,504 respectively; and
the payment of additional share issue costs totalling an estimated $37,500 for the minimum subscription and $39,500 for the maximum subscription respectively and expensed against issued capital (this assumes the Underwriting fee is paid to the Underwriter in cash).

4.4 Effect on Capital Structure

A comparative table of changes in the capital structure of the Company as a consequence of the Issue is set out below, assuming that the Issue is fully subscribed and (in the alternative) subscription is to the extent of the underwritten amount.

Capital Structure after Completion of Issue:

	SUBSCRIPTION	SUBSCRIPTION
SHARES	Minimum	Maximum
Shares on issue at the date of this Prospectus	277,252,333	277,252,333
New Shares issued pursuant to this Prospectus	30,000,000	55,450,467
Total Shares Issued	307,252,333	332,702,800

OPTIONS

Listed Options exercisable at 4 cents (expiry 31/10/09) 64,313,083 Unlisted Options exercisable at 10 cents (expiry 02/08/2009) 350,000 Unlisted Options exercisable at 10 cents (expiry 31/03/2009) 650,000 Unlisted Options exercisable at 10 cents (expiry 17/05/2009) 2,200,000 Unlisted Options exercisable at 25 cents (expiry 27/05/2009) 390,000 Unlisted Options exercisable at 10 cents (expiry 09/02/2010) 390,000 Unlisted Options exercisable at 10 cents (expiry 09/02/2010) 650,000 Unlisted Options exercisable at 10 cents (expiry 30/07/2010) 130,000 Unlisted Options exercisable at 4 cents (expiry 30/06/2011) 6,600,000 Unlisted Options exercisable at 4 cents (expiry 22/08/2011) 500,000 Unlisted Options exercisable at 4 cents (expiry 23/10/2011) 8,000,000 Total Options Issued 84,173,083

Holders of the Company’s existing Options may participate in the Issue by exercising any or all of their Options prior to the Record Date. If all the existing Options which are capable of exercise before the Record Date were exercised 84,173,083 Shares would be issued raising $3,711,023. Accordingly, an additional 16,834,617 New Shares would be offered under the Issue and if taken up, would raise an additional $168,346, before costs. The underwriting arrangements do not extend to any rights associated with Shares arising from the exercise of Options.

The above information does not include the effect of the Holista transaction on the Company.

5 COMPANY OVERVIEW

The Company is an ASX listed bio‐industrial company based in Perth, Western Australia.

The Company specialises in the development and commercialisation of collagen products derived from sheep skin (ovine) and is focused on establishing itself as a leading global supplier of premium collagen products to the US$266 billion (by 2012) combined cosmetics and medical device markets.

The Company remains the only company in the world to have commercially produced ovine collagen. Its unique extraction technology and process is patented in four countries (including Australia) and is awaiting patents in a further seven.

The Company’s collagen products form key ingredients in cosmetics and medical devices and are also used in research activities.

The Company has manufactured three core products at its purpose built production facility in Collie, WA:

OVICOLL®|C – a cosmetic grade collagen for use in the manufacture of skincare, haircare and toiletries;
OVICOLL®|Clear – a high grade cosmetic collagen used in the production of premium cosmetics and cosmeceuticals such as anti‐aging creams; and
OVICOLL®|R – a research grade collagen for tissue culture and other research purposes.

Collagen is a natural protein used in the food industry, cosmetics and medical products. Ovine collagen is recognised by key regulatory authorities as free from Transmissible Spongiform Encepalathy (TSE) diseases and there is no known cultural group that objects to the use of ovine products. CollTech’s ovine collagen carries certified halal status. Its premium qualities are promoted by its intact soluble protein structure, high purity and thermal stability. These factors are considered to provide significant advantage over bovine, porcine, marine and “plant” competitors.

Notwithstanding the significant technical achievements by the Company and a high level of interest by potential customers, the products are yet to achieve commercial success. Given the Company’s need to continue funding research and the considerable cost of marketing to an international market‐place, the lack of sales revenue, the sudden withdrawal of federal government support and the collapse in equity markets, has placed considerable financial pressure on the Company.

Given this position, the Company has placed its manufacturing facility on a care and maintenance basis, reduced all overheads including reducing its workforce to three full‐ time employees. The board has been actively pursuing opportunities that will enable the Company to retain and continue to develop its intellectual property and provide a sustainable future for the Company.

A summary of CollTech’s operations for the financial year to date is set out below:

In view of lower than anticipated sales for CollTech’s collagen products, the Company has undergone a significant rationalisation of its operations in Collie and head office in Osborne Park, Western Australia.
The Company has undertaken actions to preserve its current stock of collagen and maintain its production facilities in Collie.
The Company continues to explore product development opportunities as well as revenue generating opportunities through the development of distribution agreements.
A collagen patent has been granted in Europe with a further two new provisional patents being filed.
Patent applications that have been lodged in India, Japan, South Korea and the United States of America are still pending.
The Company undertook a private placement of 20 million shares at 1c to raise $200,000 for working capital in December 2008.
In December 2008 the Company entered into a heads of agreement to acquire a Malaysian based company.

Rationalisation of Operations: The Collie operations are in maintenance mode. There is currently no active production at the Collie facility, however all equipment and services are being maintained in order to permit rapid return to production when appropriate. The Company’s administration, research and marketing divisions have also been restructured with staffing levels now at an absolute minimum. The Company currently employs three fulltime staff and has engaged the services of an external party to provide financial and company secretarial support.

Preservation of Collagen Stocks : Recent stability studies have extended the shelf life of CollTech’s OVICOLL®lC to two years and OVICOLL®IClear to one year. This reduces the need for re‐testing of current batches. CollTech is continuing its studies with an aim to extend shelf life for all products to 3 years. The Company’s collagen stock is held at is Collie facility in a monitored cold storage unit.

Product Development: The development phase of nano‐collagen is progressing well with the intention of launching a cosmetic grade nano‐collagen by the end of 2009. Other products under development include a collagen membrane and collagen eye drop with a hydrolysed peptide collagen for the food and neutraceutical markets also in early stages of development.

Product Growth Strategy: The Company’s product growth strategy in the short term is to focus on the hydrolysed and nano‐collagens and the marketing of the cosmetic grade in order to generate revenue. In the longer term, regulatory approvals will be sought to permit the use of ovine collagen by third parties for medical device development as well as continuing to develop the Company’s own range of medical products, such as the collagen membrane for guided tissue regeneration. Collaborative arrangements will be actively sought for these medical development projects.

Patents: CollTech’s Intellectual Property portfolio continues to grow with further patents granted in new jurisdictions. In October 2008 the Company announced that its patent entitled “Collagen and method for producing same” had been granted in Europe.

The company also listed two new patent specifications for Collagen Eye drops for use in dry eye syndrome and a unique nano‐collagen product for use in the cosmetics market and ultimately for use in medical applications. These new patents are significant as being the first use patents to be developed by CollTech for collagen products. CollTech has already been granted patents in Australia, New Zealand, China, and South Africa. These patents together provide confirmation of the novelty of this process. Patent applications have also been lodged in India, Japan, South Korea and the United States of America pending grant.

Acquisition of Malaysian Company: The Company has entered into a heads of agreement to purchase Holista Biotech Sdn Bhd (“ Holista ”), a Malaysian health based company. Holista is a long established company involved in the import, manufacture and distribution of herbal supplements and health‐care products. Holista’s distribution of its products is both at a wholesale and direct retail level in Malaysia and elsewhere within Asia. It is proposed that subject to Shareholder approval, CollTech will acquire Holista through an issue Shares and undertake a consolidation of its ordinary shares on a 1:10 basis (after completion of the acquisition and the allotment and issue of New Shares under this Prospectus). Further information on the proposed acquisition is set out in the Company’s announcements to the ASX dated 3 December 2008 and 17 March 2009.

The acquisition of Holista would provide CollTech with the ability to secure an established and profitable group with substantial experience in the manufacture and distribution of health‐care products. This expertise will be invaluable in further developing CollTech’s ovine collagen manufacturing and product development capabilities, as well as providing it with a substantial sales and marketing platform within Asia. This opportunity provides CollTech with the ability to significantly grow its business and expand its scope of activities within the health‐care market to provide much needed critical mass to achieve its long‐term corporate objectives.

The Company is currently in the process of finalising the binding agreement to be entered into with the vendor of the shares in Holista. The Company is also in the process of completing a detailed notice of meeting seeking shareholder approval for the transaction. At this stage the Company anticipates the agreement and notice of meeting will be finalised and (in the case of the notice of meeting) sent to shareholders in the near future. In light of unexpected delays in completing both the agreement and the notice of meeting, the Company now seeks to raise up to $515,504 (before issue costs) for the purposes of funding working capital and also the costs of the Holista transaction to date.

Financial Result: CollTech recorded a net loss of ($1,134,092) in the half year ended 31 December 2008, compared to a net loss of ($769,084) for the six month period ended 31 December 2007. The main reasons for the decline included reduced interest income, materially less government research and development concessions (approximately $460,000 less than the previous corresponding period) and expense attributed to the issue of director and employee options. No interim dividend was paid or declared for the period.

6 RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES

The New Shares issued under this Prospectus will be fully paid ordinary shares in the capital of the Company and will rank equally with the Existing Shares.

The following is a broad summary (though not necessarily an exhaustive or definitive statement) of the rights and liabilities attaching to the Shares. Full details of the rights and liabilities attaching to the Shares are contained in the Constitution of the Company and in certain circumstances, are regulated by the Corporations Act, the ASX Listing Rules, the ASTC Settlement Rules and the common law. The Company’s Constitution is available for inspection free of charge at the Company’s registered office.

(a) Voting

Subject to any restriction on voting imposed due to a breach of the Listing Rules relating to restricted shares or any escrow agreement entered into by the Company and a member, every holder of Shares present in person or by proxy, attorney or representative at a meeting of Shareholders has one vote on a vote taken by a show of hands and on a poll every holder of Shares who is present in person or by proxy, attorney or representative has one vote for every Share held by him or her but in respect of partly paid shares, shall have a fraction of a vote for each partly paid share.

A poll may be demanded before a vote is taken, or before or immediately after the declaration of the result of the show of hands by the chairperson of the meeting, by at least five 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 five percent of the total voting rights of all those Shareholders having the right to vote on the resolution.

(b) Dividends

Dividends are payable out of the Company’s profits and are declared by the Directors. Dividends declared will (subject to the rights of any preference shareholders and to the right of the holders of any shares created or raised under any special arrangement as to dividend) be payable on the Shares in accordance with the Corporations Act.

(c) Transfer of Shares

A Shareholder may transfer Shares by a market transfer in accordance with any computerised or electronic system established or recognised by ASX or the Corporations Act for the purpose of facilitating transfers in shares or by an instrument in writing in a form approved by ASX or in any other usual form or in any form approved by Directors.

The Directors may refuse to register any transfer of Shares, other than a market transfer, where permitted by the Listing Rules or the ASTC Settlement Rules. The Company must comply with such obligations as may be imposed on it by the

Listing Rules and where appropriate the ASTC Settlement Rules in connection with any market transfer and may not prevent, delay or in any way interfere with registration of a market transfer where to do so would be contrary to the provisions of any of the Listing Rules or the ASTC Settlement Rules.

(d) Meeting and Notice

Each Shareholder is entitled to receive notice of and to attend general meetings for the Company and to receive all notices, accounts and other documents required to be sent to Shareholders under the constitution of the Company, the Corporations Act or the Listing Rules.

(e) Winding Up

The Company has only issued one class of Shares, which all rank equally in the event of liquidation. A liquidator may, with the authority of a special resolution of Shareholders divide among the Shareholders in kind the whole or any part of the property of the Company, and may for that purpose set such value as the liquidator considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the Shareholders. The liquidator can with the sanction of a special resolution of the Company’s Shareholders vest the whole or any part of the assets in trust for the benefit of Shareholders as the liquidator thinks fit, but no Shareholder of the Company can be compelled to accept any Shares or other shares in respect of which there is any liability.

(f) Shareholder Liability

As the New Shares are fully paid shares, they are not subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

(g) Alteration to the Constitution

The Company’s constitution can only be amended by a special resolution passed by at least three quarters of the Shareholders present and voting at the general meeting. At least 28 days written notice specifying the intention to propose the resolution as a special resolution must be given.

(h) Listing Rules

Notwithstanding anything in the constitution of the Company, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the constitution to contain a provision or not to contain a provision the constitution is deemed to contain that provision or not to contain that provision (as the case may be). If a provision of the constitution is or becomes inconsistent with the Listing Rules, the constitution is deemed not to contain that provision to the extent of the inconsistency.

7 RISK FACTORS

7.1 Overview

Investors should consider that an investment in the Company involves risks that may be higher than risks associated with an investment in some other companies. Careful consideration should be given to all matters raised in this Prospectus and the relative risk factors prior to applying for New Shares offered for subscription under this Prospectus. Some of these risks can be mitigated by the use of appropriate safeguards and actions, but some are outside the control of the Company and cannot be mitigated. Prospective investors in the Company should consider the risk factors described in this section, together with the information contained elsewhere in this Prospectus, before deciding whether to apply for New Shares.

The following summary, which is not exhaustive, represents some of the major risk factors which potential investors need to be aware of.

7.2 General Risks

Factors such as inflation, interest rates, levels of tax, taxation law and accounting practices, government legislation or intervention, natural disasters, social upheaval and war may have an impact on prices, operating costs and market conditions generally. Accordingly, the Company’s future possible revenue and operations can be affected by these factors which are beyond the control of the Company.

General movements in local and international stock markets, and economic conditions could all affect the market price of the Company’s securities.

(a) Economic Factors

Factors such as inflation, currency fluctuation, interest rates, supply and demand and industrial distribution have an impact on operating costs, commodity prices and stock market processes. The Company’s future possible revenues and security price can be affected by these factors, which are beyond the control of the Company and its Directors.

(b) Government Policies 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 affect industry profitability.

At present, CollTech is not aware of any reviews or changes that would affect its business. However, changes in community attitudes on matters such as taxation and competitive policy may bring about reviews and possibly changes in government policies. There is a risk that such changes may affect the Company’s business plans or its rights and obligations in respect of its technology. Any such government action may also require increased capital or operating expenditures and could impact the Companyʹs business.

(c) Exchange Rate Risks

If CollTech achieves success leading to significant sales, a large proportion of the revenue will be derived from overseas markets and thus will expose potential income of the Company to exchange rate risks. Some sales will be transacted in United States dollars or other foreign currencies, whereas the income and expenditure of the Company is and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined by international markets.

7.3 Specific Risks

In addition to the general risks outlined above, there is a range of specific risks associated with the Company’s business operations and its involvement in the production and sale of collagen. Potential investors in the Company should note the following additional risks prior to investing.

(a) History

CollTech was established in September 2000 and listed on the ASX in February 2004. The Company’s core product and business has a limited performance history with related financial information having been established in February 2003. Since listing the Company has completed construction and commissioning of its manufacturing facility, scaled up to production level its cosmetic grade collagen, produced research grade collagen at an external facility and commenced selling product. The Company’s prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stages of development, particularly companies in new and rapidly evolving industries. In the event that revenues do not grow there can be no assurance that CollTech will be profitable.

(b) Technology

Competition from alternative sources of collagen and future technologies replacing collagen has the potential to negatively impact market share, product prices, profit margins and the financial value of products. Further, it may render the Company’s research projects and the high costs associated with such research and development obsolete.

(c) Intellectual Property

CollTech regards its patent application, copyrights, trademarks, trade secrets and similar intellectual property as critical to its success. CollTech relies on patent, trademark and copyright law, trade secret protection and duties of confidence with third parties to protect its intellectual property rights. While the Company will use all reasonable endeavours to protect these rights, the steps that the Company takes to protect its intellectual property rights may be inadequate. The unauthorised use or disclosure of its proprietary technology and systems may have adverse effects on the operation and financial performance of CollTech.

(d) Product Defects

Although the Company and its customers sample test the collagen produced prior to use, there is still the potential for the products to contain defects which may result from system failures. These defects or problems could result in the loss of or delay in generating revenue, loss of market share, failure to achieve market acceptance, diversion of development resources, injury to the Company’s reputation or increased insurance costs.

If the Company fails to meet its clients’ expectations, the Company’s reputation could suffer and it could be liable for damages.

The Company may not be able to maintain product liability insurance or other insurance on reasonable terms in the future and, in addition, the Companyʹs insurance may not be sufficient to cover large claims, or the insurer could disclaim coverage on claims.

(e) Production Risks

The Company produces the product at its plant in Collie and also uses external facilities. There is a risk the plant will not be able to achieve the required throughput to meet sales projections and that without appropriate management supervision, manufacturing could lead to delivery and quality control difficulties, which may result in material adverse effects on the Company. The Company intends to minimise these risks by employing suitably qualified personnel to ensure production is maintained at a high standard.

(f) Expansion

The Company will be actively seeking opportunities for growth in its core business areas. While the efforts of the Company have the potential to generate substantial returns in the longer term, there can be no certainty that these returns will be forthcoming. Should anticipated sales not reach the levels anticipated, then this could materially impact upon the Company’s profitability.

(g) Key Personnel

The Company relies on a number of key employees and consultants. There is a risk that the Company may fail to attract, retain or develop key employees or consultants and this would have a negative effect upon the development of the Company. The loss of any of these individuals could have an adverse impact on the business of CollTech.

(h) Strategic Alliance Risk

The Company, where considered appropriate, intends to enter into strategic alliances and/or licence arrangements for the marketing and distribution of its product range. While great care will be taken in partner selection, there is a risk that partner selections and performance may not be adequate, resulting in lost time, money and opportunities.

(i) Marketing Risks

The Company intends to review the potential of its product in the markets of China, India, South East Asia, Australia, Europe and the United States. There can be no assurance that these markets will be established successfully and the failure to do so could have a material adverse effect on the Company’s business, financial condition and results of operations.

Further, there is no guarantee that the targeted markets will accept the product at the Company’s projected pricing, use the products developed by the Company or enter into agreements.

(j) Legal Risks

The introduction of new legislation or amendments to existing legislation by governments, developments in existing common law, or respective interpretation of the legal requirements in any of the legal jurisdictions which govern the Company’s operations and contractual obligations, could impact adversely on the assets, operations and, ultimately, the financial performance of the Company and its securities. In addition there is a commercial risk that legal action may be taken against the Company in relation to commercial matters.

(k) Future Capital Requirements

The Company may be required to raise further working capital within the next 12 months in the event that proceeds from sales are not achieved or are not achieved within anticipated timeframes, or costs are not as anticipated. The working capital needs of the Company may also be adversely affected in the event that certain grants are not received by the Company to the extent and within the timeframes anticipated. Additional funds may also be required in order to develop medical devices.

There can be no assurance on the timing or the amount of any future working capital requirements nor indeed whether the Company will be able to raise any required amount and if so, at what price.

(l) Certainty of Agreement

The Company has signed distribution agreements with prospective distributors. Even though these are binding agreements the Company may not be able to enforce the distributor to meet their obligations under the agreement. The letters of intent entered into by the Company are not binding.

(m) Current Competition

The Company will be operating in a market where collagen supply is produced from other sources. Although the Board believes that the Company’s product has a number of significant advantages over collagen sourced from other animals, other competitive products unknown to the Company may emerge from time to time. The introduction of new competitors or a more aggressive competitive

response from existing participants may affect the operating performance of the Company.

(n) Raw Material Risks

The production of collagen by CollTech is dependent on CollTech being able to source an adequate disease free supply of sheepskins at competitive prices. The Company has entered into a supply agreement with an abattoir for the supply of sheepskins through to September 2012. The availability of sheepskins is dependent on the number of sheep sent to abattoirs and the Company being able to successfully compete with other consumers of sheepskins in order to acquire the quantity of sheepskins required for processing purposes.

(o) Testing of Medical Grade Collagen

In order to sell soluble collagen into the high value medical market it will be necessary for the Company to undertake the testing of its product to obtain international certification. The Company will incur significant costs in seeking to obtain the certification and there can be no certainty that such certification will be obtained.

(p) Unforeseen Expenditure Risk

Expenditure may need to be incurred that has not been taken into account in the preparation of this Prospectus. Although the Company is not aware of any such additional expenditure requirements, if such expenditure is subsequently incurred, this may adversely affect the expenditure proposals of the Company. The Company’s plant is presently used to produce the finished product of an ingredient for use in cosmetic products. Costs will need to be incurred for the production facility to meet regulatory body (e.g. TGA) requirements for the facility to produce product to be used in a medical grade product.

(q) Disease Free Issue

Production of collagen must be from a disease free source of sheep. Whilst Australia has been designated free from disease for sheep, there is no guarantee that the position will be maintained. In the event that there is an outbreak of disease affecting sheep, in the area where CollTech sources its sheepskins, then there is a risk the plant could be shut down for a period under the Exotic Disease of Animals Act 1993 and not reopen unless and until the disease was brought under control or CollTech obtained alternative sources for its sheepskins.

(r) Approvals

The Company requires approvals from regulatory bodies prior to the facility being able to produce product for use in medical purposes. There is a risk that an authority from which an approval is required could reject the Companyʹs application for approval or require the Company to undertake further studies, the consequence of which could be to either delay or increase the costs of the project.

7.4 Risks associated with proposed acquisition of Holista Biotech Sdn Bhd

As set out above, the Company is in the process of finalising the agreement for the acquisition of Holista and the associated notice of meeting to approve the transaction. There is no certainty that the agreement will be finalised or that shareholders will approve the transaction for the acquisition of Holista or if so when. Although the Company considers the acquisition of Holista on the terms announced to ASX to be in the interests of the Company and its shareholders, in the event that the transaction is not completed (for whatever reason) then the Company will review its operations in light of existing cash reserves and the need for further working capital. In these circumstances it is likely that the Company will need to raise additional capital to continue to fund its operations. There can be no certainty that the Company will be able to raise this capital and if so on what terms. Alternatively the Company may be forced to dispose of some or all of its assets.

7.5 Other risks

The future viability and profitability of the Company is also dependent on a number of other factors that affect the performance of businesses in all industries and not just the resource industries, including, but not limited to, the following:

strength of the equity and share markets in Australia and throughout the world;
competition for future business opportunities from other companies, including existing producers; and
acts of terrorism or an outbreak of international hostilities may impact the operations of the Company or more generally the operation of global markets, including the share market.

8 ADDITIONAL INFORMATION

8.1 Nature of this Prospectus

This Prospectus is a prospectus to which the special content rules under section 713 of the Corporations Act apply. That provision allows the issue of a more concise prospectus in relation to offers of securities in a class which has been continuously quoted by ASX for the three months prior to the date of this prospectus.

8.2 Continuous Disclosure Obligations

The Company is a ʺdisclosing entityʺ (as defined in section 111 AC of the Corporations Act) for the purposes of section 713 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 Companyʹs Shares. The New Shares which will be issued pursuant to this Prospectus are in the same class of Shares that have been quoted on the official list of the ASX during the 12 months prior to the issue of this Prospectus.

This Prospectus is a ʺtransaction specific prospectusʺ. In general terms ʺtransaction specific prospectusesʺ are only required to contain information in relation to the effect of the issue of New Shares on the Company and the rights attaching to the Shares. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

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 market conducted by ASX.

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.

8.3 Availability of other documents

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 this Prospectus and the Closing Date:
(i) the financial statements of the Company for the financial year ended 30 June 2008 being the last financial statements for a financial year, of the Company lodged with the ASIC before the issue of this Prospectus;
(ii) the half‐year financial report of the Company for the half‐year ended 31 December 2008, being the half‐year financial report of the Company lodged with the ASIC after lodgement of the financial statements referred to in paragraph (i) above and before the issue of this Prospectus; and
(iii) any documents used to notify ASX of information relating to the Company in the period from lodgement of the financial statements referred to in paragraph (i) above until the issue of the Prospectus in accordance with the Listing Rules as referred to in section 674(1) of the Corporations Act.

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

The Company has lodged the following announcements with ASX since the lodgement of the 2008 audited financial statements:

Date	Description of Announcement
29/04/2009	Appendix 4C –quarterly
24/04/2009	CompanyUpdate
17/04/2009	Press article Holista Biotech Sdn Bhd
17/03/2009	Acquisition of Holista Biotech Sdn Bhd
27/02/2009	Half YearlyResults and Accounts
30/01/2009	Appendix 4C –quarterly
16/12/2008	Agreement to Acquire Malaysian Health Care Business
02/12/2008	TradingHalt
11/11/2008	Change of Director’s Interest Notices
03/11/2008	Appendix 3B
24/10/2008	Appendix 4C –quarterly
24/10/2008	CompanySecretaryAppointment/Resignation
23/10/2008	Grant of European Patent
23/10/2008	Results of Meeting
23/10/2008	Chairman’s Address to Shareholders
22/09/2008	Annual Report to Shareholders

ASX maintains files containing publicly available information for all listed companies. The Companyʹs file is available for inspection at ASX during normal office hours.

8.4 Material Contracts

The following are summaries of the significant terms of the material agreements which relate to the business of the Company.

Underwriting Agreement

On 9 March 2009, the Company entered into an underwriting agreement ( “Underwriting Agreement” ) with Mercatus Capital Pte Ltd ( “Underwriter” ) whereby the Underwriter has agreed to underwrite the Offer to $300,000 (“ Underwritten Amount ”).

Mercatus Capital Pte Ltd is a company associated with one of the Directors, Mr Ravindran Govindan.

Pursuant to the Underwriting Agreement, the Company will pay the Underwriter an underwriting fee equal to 5% of the Underwritten Amount to be taken in the form of Shares at the Offer price or at the election of the Company, in cash or a combination of cash and shares.

The Underwriter may, by notice to the Company, terminate the Underwriting Agreement at any time prior to the allotment of the New Shares, if the Underwriter becomes aware of the happening or, in the reasonable opinion of the Underwriter, the threat of the happening of any one or more of the following events:

(a) (ASX approval) approval is refused or not granted for the official quotation of all of the New Shares on ASX on or before 2 June 2009, or if approval is granted, such approval is subsequently withdrawn, qualified or withheld before the issue of any New Shares;
(b) (S&P/ASX 200 Index fall) the S&P/ASX 200 Index is on any seven consecutive trading days prior to the Allotment Date more than 10% below the level of that Index at the close of normal trading on the trading day before the date of signing the Underwriting Agreement;
(c) (market conditions) 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 in 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, in the reasonable opinion of the Underwriter reached in good faith, it is impracticable to market the Offer or to enforce contracts to issue and allot the New Shares or that the success of the Offer is likely to be adversely affected;
(d) (adverse change) any material adverse change occurs in the assets, liabilities, financial position or performance, profits, losses or prospects of the Company from those respectively disclosed in this Prospectus or to ASX, including:
(i) any change in the earnings, future prospects or forecasts of the Company;
(ii) any change in the nature of the business conducted by the Company; or

(iii) the insolvency or voluntary winding up of the Company or the appointment of any receiver, receiver and manager, liquidator or other external administrator;
(e) (withdrawal) the Company withdraws or terminates the Prospectus or the Offer;
(f) (repayment) any circumstance arises after lodgement of the Prospectus that results in the Company either repaying the money received from applicants or offering applicants an opportunity to withdraw their applications for New Shares and be repaid their application money; or
(g) (disclosures in Prospectus) a statement contained in this Prospectus is misleading or deceptive, or a matter required by the Corporations Act is omitted from the Prospectus (having regard to sections 710, 711 and 716 of the Corporations Act);
(h) (supplementary prospectus) the Company, being prohibited by section 728(1) of the Corporations Act from offering the New Shares under this Prospectus, lodges a supplementary or replacement prospectus in relation to the Offer;
(i) (supplementary prospectus) the Company fails to lodge a supplementary or replacement prospectus in a form acceptable to the Underwriter in circumstances where the Underwriter reasonably believes that the Company is prohibited by section 728(1) of the Corporations Act from offering the New Shares under the Prospectus;
(j) (new circumstance) there occurs a new circumstance that has arisen since the Prospectus was lodged that would, in the reasonable opinion of the Underwriter, have been required to be included in this Prospectus if it had arisen before the Prospectus was lodged in relation to the Company;
(k) (material contracts) termination or a material amendment of any material contract of the Company;
(l) (hostilities) hostilities, political or civil unrest not presently existing commence (whether war has been declared or not) or a major escalation in existing hostilities, terrorist threats, political or civil unrest occurs (whether war has been declared or not) involving any one or more of Australia, New Zealand, the United States of America, the United Kingdom, any member state of the European Union, Israel, Japan, Indonesia or the Peoples Republic of China, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world;
(m) (change of law) there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia, or any State or Territory of Australia or other jurisdiction in which the Company has assets, a new law, or the Reserve Bank of Australia, or any Commonwealth, State or Territory authority, adopts or announces a proposal to adopt a new policy (other than a law or policy which has been announced before the date of this agreement), any

of which does or is likely to have a material adverse effect on the success of the Offer;

(n) (legal proceedings and offence by Directors) any of the following occurs:
(i) a Director is charged with an indictable offence;
(ii) legal proceedings are commenced against the Company or any Director; or
(iii) any Director is disqualified from managing a corporation under section 206A of the Corporations Act;
(o) (change to constitution) prior to the allotment date of the New Shares, a change to the constitution of the Company or the Company’s capital structure occurs without the prior written consent of the Underwriter;
(p) (compliance with regulatory requirements) a contravention by the Company of the Corporations Act, the Listing Rules, its constitution or any other applicable law or regulation;
(q) (Prospectus to comply) the Prospectus or any aspect of the Offer does not comply with the Corporations Act, the Listing Rules or any other applicable law or regulation;
(r)
(notifications) any of the following occurs:
(i) ASIC gives notice of an intention to hold a hearing under section 739(2) of the Corporations Act or issues an order under sections 739(1) or (3) of the Corporations Act;
(ii) an application is made by ASIC for an order under Part 9.5 of the Corporations Act in relation to the Prospectus or ASIC commences any investigation or hearing under Part 3 of the Australian Securities and Investments Commission Act 2001 (Cth) in relation to the Prospectus;
(iii) any person gives a notice under section 733(3) of the Corporations Act or any person who has previously consented to the inclusion of their name in the Prospectus (or any Supplementary Prospectus) or to be named in the Prospectus withdraws their consent;
(iv) any person gives a notice under section 730 of the Corporations Act in relation to the Prospectus; or
(v) the Company issues a public statement concerning the Offer which has not been approved by the Underwriter; or
(s) (breach) the Company breaches any of its obligations under the Underwriting Agreement;
(t) (representations and warranties) any representation or warranty contained in the Underwriting Agreement on the part of the Company is not true or correct;

(u) (prescribed occurrence) an event specified in section 652C(1) or section 652C(2) of the Corporations Act, but replacing “target” with “Company”; or
(v) (timetable) an event specified in the timetable contained in the Underwriting Agreement is delayed for more than three business days other than as the direct result of actions taken by the Underwriter (unless those actions were requested by the Company) or the actions of the Company (where those actions were taken with the Underwriter’s prior consent).

8.5 Acquisition of Holista Biotech Sdn Bhd

As announced on 17 March 2009, the Company has entered into a heads of agreement pursuant to which it has agreed (subject to Shareholder approval) to acquire the entire issued share capital in Holista through an issue of 770,000,000 Shares to the Vendor ( Dato’ Dr M Rajen). The Company has also agreed (subject to Shareholder approval) to undertake a consolidation of its Shares on a 1:10 basis after completion of the acquisition and the allotment and issue of New Shares under this Prospectus. Details of the proposed transaction are set out in the Company’s ASX announcements of 3 December 2008 and 17 March 2009. Information on the current status of this transaction is set out elsewhere in this document.

8.6 Directors' Interests

Other than as set out below or elsewhere in this Prospectus, no Director nor any firm in which such a Director is a partner, has or had within 2 years before the lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer of New Shares pursuant to this Prospectus; or
(c)
the Offer of New Shares pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) to any Director or to any firm in which any such Director is a partner, either to induce him to become, or to qualify him as, a Director or otherwise for services rendered by him or by the firm in connection with the formation or promotion of the Company or the Offer of New Shares pursuant to this Prospectus.

8.7 Directors’ Holdings of the Company’s securities

Directorsʹ direct and indirect interests in securities of the Company at the date of this Prospectus are:

Name	Class of security	Number
Mr Stephen Carter	Ordinary Shares Listed Options exercisable at 4 cents (expiry 31/10/09) Unlisted Options exercisable at 10 cents (expiry 17/05/2009) Unlisted Options exercisable at 4 cents(expiry23/10/2011)	679,000 257,481 2,200,000 2,000,000
Mr Michael Pixley	Ordinary Shares Listed Options exercisable at 4 cents (expiry 31/10/09) Unlisted Options exercisable at 4 cents(expiry23/10/2011)	7,933,334 333,334 2,000,000
Mr Ravindran Govindan	Ordinary Shares Listed Options exercisable at 4 cents (expiry 31/10/09) Unlisted Options exercisable at 4 cents(expiry23/10/2011)	13,667,286 7,433,490 2,000,000
Dr Fathil Bin Mohamed	Ordinary Shares Listed Options exercisable at 4 cents (expiry 31/10/09) Unlisted Options exercisable at 4 cents(expiry23/10/2011)	30,718,955 27,777,778 2,000,000

The Directors may participate in the Offer to the extent that they are Eligible Shareholders as at the Record Date.

8.8 Directors’ Remuneration

The Constitution of the Company provides that the Directors may be paid for their services as Directors. Non‐Executive Directors may only be paid a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting, to be divided among the Non‐Executive Directors and in default of agreement then in equal Shares.

In the two years before the date of this Prospectus, $325,489 (excluding GST were applicable) has been paid by the Company by way of remuneration for services provided by all Directors, companies associated with the Directors or their associates in their capacity as Directors, employees, consultants or advisers.

Directors, companies associated with the Directors or their associates are also reimbursed for all reasonable expenses properly incurred in the course of conducting their duties which include, but are not in any way limited to, out of pocket expenses, travelling expenses, disbursements made on behalf of the Company and other miscellaneous expenses.

8.9 Litigation

As at the date of this Prospectus, the Company is not involved in any material legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

8.10 Consents of Experts and Advisers

(a) Mercatus Capital Pte Ltd

Mercatus Capital Pte Ltd has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to be named in this Prospectus as underwriter to the Offer in the form and context in which it is named in the Prospectus.

(b) Pullinger Readhead Lucas

Pullinger Readhead Lucas has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to be named in this Prospectus as solicitors to the Company in the form and context in which it is named in the Prospectus.

(c) HLB Mann Judd

HLB Mann Judd has given and has not, before lodgement of this Prospectus with the ASIC, withdrawn its consent to be named as auditors to the Company in the form and context in which it is named.

(d) Computershare Investor Services Pty Limited

Computershare Investor Services Pty Limited has not been involved in the preparation of this Prospectus and references to Computershare Investor Services Pty Limited are for information purposes only.

Each of Mercatus Capital Pte Ltd, Pullinger Readhead Lucas, HLB Mann Judd and Computershare Investor Services Pty Limited:

(a) did not authorise or cause the issue of this Prospectus;
(b) does not make, or purport to make, any statement in this Prospectus nor is any statement in this Prospectus based on any statement by any of those parties other than as specified in this section; and
(c) to the maximum extent permitted by law, expressly disclaim any responsibility or liability for any part of this Prospectus other than a reference to its name and a statement contained in this Prospectus with consent of that party as specified in this section.

8.11 Interests of Experts and Advisers

Other than as set out below or elsewhere in this Prospectus, the Underwriter and all other persons 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 do not have, and have not had in the two years before the date of this Prospectus, any interest in:

the formation or promotion of the Company;
property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer of New Shares pursuant to this Prospectus; or
the Offer of New Shares pursuant to this Prospectus,

and no amounts have been paid or agreed to be paid (in cash or Shares or otherwise) and no other benefit has been given or agreed to be given to any of those persons for

services provided by those persons in connection with the formation or promotion of the Company or the Offer of New Shares pursuant to this Prospectus.

Mercatus Capital Pte Ltd is acting as Underwriter to the Offer and for this is being paid the fees detailed in section 8.4 of this Prospectus.

Pullinger Readhead Lucas has acted as solicitors to the Company in relation to the Offer and is entitled to be paid up to $15,000 (plus GST) in respect of advice and assistance in relation to certain aspects of the Prospectus, and assisting the Company in relation to its due diligence regime and enquiries. In addition, Pullinger Readhead Lucas has been paid $50,587 (plus GST) for the provision of professional services to the Company in the two years since the date of this Prospectus.

HLB Mann Judd acts as auditor of the Company and has been paid $55,000 (plus GST) for the provision of professional services to the Company in relation to the auditing of the Company’s financial statements and other professional services in the two years since the date of this Prospectus.

8.12 Estimated Expenses of Issue

The expenses of the Issue are estimated to be $39,000 if fully subscribed or $37,500 if subscribed to the extent of the underwritten amount.

8.13 Governing Law

This Prospectus and the contracts formed on acceptance of Applications are governed by the laws applicable in Western Australia, Australia. Each applicant for New Ordinary Shares submits to the exclusive jurisdiction of the courts of Western Australia, Australia.

9 DIRECTORS' CONSENT

Each Director has consented to the lodgement of this Prospectus with the ASIC.

Signed on behalf of the Directors pursuant to a resolution of the Board.

==> picture [156 x 81] intentionally omitted <==

Stephen Carter Chairman

10 GLOSSARY

ʺ A$ ”, “ $ ʺ and dollars means Australian dollars, unless otherwise stated.

Additional New Shares means New Shares in addition to an Eligible Shareholderʹs Entitlement for which an Eligible Shareholder makes an Application.

Application means an application for New Shares made pursuant to an Application Form.

Application Form means the application form attached to or accompanying this Prospectus.

Application Money means money received from Eligible Shareholders in respect of their Applications.

ASIC means the Australian Securities and Investments Commission.

ASTC means ASX Settlement and Transfer Corporation Pty Limited (ABN 49 008 504 532).

ASTC Settlement Rules means the settlement rules of ASTC.

ASX means ASX Limited (ABN 98 008 624 691).

Board means the board of Directors.

Business Day has the meaning given in the ASX Listing Rules.

CHESS means ASX Clearing House Electronic Sub‐register System.

Closing Date means 2 June 2009, or such other date as may be determined by the Directors and the Underwriters under this Prospectus.

Company or CollTech means CollTech Australia Limited (ABN 24 094 515 992) and its controlled entities.

Constitution means the Companyʹs Constitution as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means directors of the Company at the date of this Prospectus.

Eligible Shareholder means a Shareholder, as at the Record Date.

Entitlement or Right means a Shareholder’s entitlement (or right) to subscribe for New Shares under this Prospectus.

Existing Share means a Share issued before the Record Date.

Holista means Holista Biotech Sdn Bhd.

Listing Rules or ASX Listing Rules means the Listing Rules of ASX.

New Share means a fully paid ordinary share in the capital of the Company to be issued under this Prospectus.

Official List means the Official List of ASX.

Official Quotation means official quotation on ASX.

Offer means the offer of New Shares under this Prospectus.

Option means an option to acquire a Share.

Prospectus means the prospectus constituted by this document.

Record Date means 5 pm WST on 13 May 2009.

Rights Issue or Issue means the non renounceable pro rata issue pursuant to this Prospectus by the Company of 1 New Share for every 5 Existing Shares held at an issue price of 1 cent per New Share.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means the holder of a Share.

Underwriter means Mercatus Capital Pte Ltd, Singapore Company Registration No. 200608934D.

Underwriting Agreement means the underwriting agreement dated 9 March 2009 between the Underwriter and the Company.

WST means Western Australian Standard Time.

11 CORPORATE DIRECTORY

Directors

Mr Stephen Carter (Chairman) Mr Michael Pixley (Non‐Executive Director) Mr Ravindran Govindan (Non‐Executive Director) Dr Fathil Bin Mohamed (Non‐Executive Director)

Company Secretary

Alan Boys

Underwriter

Mercatus Capital Pte Ltd 45, Kaki Bukit View Level 4, Kaki Bukit TechPark 2 Singapore 415971 Singapore

Registered Office

Suite 7, 41 Walters Dr Osborne Park, WA 6017 Telephone: (08) 9426 3900 Facsimile: (08) 9426 3909

ASX Code

CAU CAUO

Share Registry

Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace Perth WA 6000 Telephone: (08) 9323 2000

Solicitors

Pullinger Readhead Lucas Level 2, Spinifex House 50 Kings Park Road West Perth WA 6005

Auditors

HLB Mann Judd Level 2, 15 Rheola Street West Perth WA 6005

Web Address

www.colltech.com.au

ABN 24 094 515 992

Appendix 3B New issue announcement

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

CollTech Australia Limited

ABN

24 094 515 992

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 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)	Fully Paid Ordinary Shares (CAU)

	Up to 55,450,467 Fully Paid Ordinary Shares

	Fully paid

See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

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, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)	Yes	Yes

	$0.01 per share

	Provide working capital to meet ongoing operational needs of the Company.

	11 June 2009

	Number	+Class
	332,702,800 64,313,083	Ordinary shares (CAU) Listed Options (CAUO)

See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	350,000 650,000 2,200,000 390,000 390,000 650,000 130,000 6,600,000 500,000 8,000,000	Options@$0.10 expiring 2/8/2009 Options@$0.10 expiring 31/3/2009 Options@$0.10 expiring 17/5/2009 Options@$0.25 expiring 27/5/2009 Options@$0.10 expiring 9/2/2010 Options@$0.10 expiring 9/2/2010 Options@$0.10 expiring 30/7/2010 Options@$0.04 expiring 30/6/2011 Options@$0.04 expiring 22/8/2011 Options@$0.04 expiring23/10/2011

	N/A

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 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.	N0

	N0n‐renounceable

	1 share for every 5 shares held at record date

	Ordinary Shares

	13 May 2009

	NA

	Rounded up

	NA

See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

Appendix 3B New issue announcement

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 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)	2 June 2009

	Mercatus Capital Pte Ltd

	5% of the underwritten amount equal to $15,000

	NA

	NA

	NA

	NA

	19 May 2009

	4 May 2009

	NA

	NA

See chapter 19 for defined terms.

Appendix 3B Page 4

24/10/2005

Appendix 3B New issue announcement

30 How do[+] security holders sell NA their entitlements in full through a broker? 31 How do[+] security holders sell NA part of their entitlements through a broker and accept for the balance? 32 How do +security holders NA dispose of their entitlements (except by sale through a broker)? 33 +Despatch date 11 June 2009

Part 3 - Quotation of securities

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

34 Type of securities ( tick one )
(a) Securities described in Part 1
(b) All other securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders
36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 ‐ 1,000 1,001 ‐ 5,000 5,001 ‐ 10,000 10,001 ‐ 100,000 100,001 and over

See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

Appendix 3B New issue announcement

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which N/A +quotation is sought 39 Class of +securities for which N/A quotation is sought 40 Do the[[+]] securities rank equally in N/A

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 N/A now
the case of restricted securities, end of restriction period(if issued upon conversion of another security, clearly identify that other security) Number +Class
42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.
2 We warrant the following to ASX.

See chapter 19 for defined terms.

Appendix 3B Page 6

24/10/2005

Appendix 3B New issue announcement

The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.
There is no reason why those[+] securities should not be granted +quotation.
An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

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

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.
If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

==> picture [116 x 103] intentionally omitted <==

Sign here: Date: 4/5/2009 Company Secretary Print name: Alan Boys

See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

AI assistant

HOLISTA COLLTECH LIMITED — Capital/Financing Update 2009

65044_rns_2009-05-03_225541ac-d22e-4210-9218-977034b73e2d.pdf

ASX/MEDIA RELEASE

CAU TO RAISE FUNDS VIA A PARTLY UNDERWRITTEN NON‐RENOUNCEABLE RIGHTS ISSUE

Introduction

Use of Funds

Details of the Rights Issue

Timetable

ASX/MEDIA RELEASE

About CollTech

COLLTECH AUSTRALIA LIMITED ABN 24 094 515 992

NON-RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

Important Notice

CONTENTS

KEY DATES

1 IMPORTANT NOTES

ELECTRONIC PROSPECTUS

2 DETAILS OF THE OFFER

2.1 Introduction

2.2 Underwriting

2.3 Entitlements to the Rights Issue

2.4 Issue Amount

2.5 Applying for Additional New Shares

2.6 Timetable for the Rights Issue

2.7 Rights Trading

2.8 Acceptances and Entitlements

2.9 Market Prices of Existing Shares on ASX

2.10 Opening and Closing Dates

2.11 Allotment

2.12 ASX Quotation

2.13 Ranking of New Shares

2.14 Non-Resident Shareholders

2.15 CHESS

2.16 Taxation Implications

2.17 Privacy Act

2.18 Enquiries

3 ACTION REQUIRED BY SHAREHOLDERS

3.1 To take up all of your Entitlement

3.2 To apply for Additional New Shares

3.3 If you wish to take up part of your Entitlement and allow the balance to lapse

3.4 Entitlements not taken up

4 PURPOSE AND EFFECT OF THE ISSUE

4.1 Purpose of the Issue

4.2 Effect of the Issue and Pro Forma Balance Sheet

4.3 Balance Sheet

CollTech Australia Limited Unaudited Balance Sheet As at 28 February 2009

Assumptions for Unaudited Proforma Balance Sheet

4.4 Effect on Capital Structure

OPTIONS

5 COMPANY OVERVIEW

6 RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES

(a) Voting

(b) Dividends

(c) Transfer of Shares

(d) Meeting and Notice

(e) Winding Up

(f) Shareholder Liability

(g) Alteration to the Constitution

(h) Listing Rules

7 RISK FACTORS

7.1 Overview

7.2 General Risks

(a) Economic Factors

(b) Government Policies Changes

(c) Exchange Rate Risks

7.3 Specific Risks

(a) History

(b) Technology

(c) Intellectual Property

(d) Product Defects

(e) Production Risks

(f) Expansion

(g) Key Personnel

(h) Strategic Alliance Risk

(i) Marketing Risks

(j) Legal Risks

(k) Future Capital Requirements

(l) Certainty of Agreement

(m) Current Competition

HOLISTA COLLTECH LIMITED Capital/Financing Update 2009