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HOLISTA COLLTECH LIMITED Share Issue/Capital Change 2007

Dec 6, 2007

65044_rns_2007-12-06_230ec370-a770-4b5f-a3d0-9bbe2097a73f.pdf

Share Issue/Capital Change

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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.

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

Unlisted Options (“Options”)

  • 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

2,000,000

  • 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)

  • Each Option entitles the Option holder to subscribe for one Share.

  • The exercise price for each Option is 10 cents ("Exercise Price").

  • The Option holder may exercise the Options at any time from date of grant until 3 years after the date of grant, upon which they will expire ("Expiry Date").

  • The Options may be exercised by the Option holder providing the Company with written notice and payment of the Exercise Price for each Option being exercised. The Company must then allot the appropriate number of Shares to the Option holder within 10 Business Days.

  • The Options are not assignable or transferable other than to a company or trust controlled by the Option holder.

  • The Options will not be quoted on the ASX.

  • If at any time the Option holder (or where the Option holder is a nominee, the person entitled to appoint that nominee):

  • a. has been dismissed or removed from office for a reason which, in the reasonable opinion of the Board, entitles the Company to dismiss the person without notice;

  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

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
quotedon ASX (_including_the
securities in clause 2 if applicable)
b.
has committed, in the reasonable opinion of the
Board, an act of fraud, defalcation or gross
misconduct in relation to the affairs of the Company
(whether or not charged with an offence); or
c.
has, in the reasonable opinion of the Board, done an
act which brings the Company into disrepute,
all Options held by the Option holder will immediately lapse
and all rights in respect of those Options will cease.
8. The Options are otherwise issued under the terms of the CollTech
Australia Limited Option holder Share Option Plan approved
bythe Board on 27 November 2003.
b.
has committed, in the reasonable opinion of the
Board, an act of fraud, defalcation or gross
misconduct in relation to the affairs of the Company
(whether or not charged with an offence); or
c.
has, in the reasonable opinion of the Board, done an
act which brings the Company into disrepute,
all Options held by the Option holder will immediately lapse
and all rights in respect of those Options will cease.
8. The Options are otherwise issued under the terms of the CollTech
Australia Limited Option holder Share Option Plan approved
bythe Board on 27 November 2003.
No
1.
Shares issued pursuant to the exercise of the Options will rank
equally from the date of issue of the Shares.
2.
Any unexercised Option does not entitle the Option holder to
any dividends, voting rights or the right to participate in rights
or bonus issues made by the Company.
3.
If there is a bonus issue to holders of Shares ("Bonus Issue"),
the number of Shares over which an Option is exercisable will
be increased by the number of Shares, which the Option holder
would have received if the Option had been exercised prior to
the record date for determining entitlements to the Bonus Issue
("Bonus Shares"). The Bonus Shares will be paid up out of the
profits or reserves of the Company in the same manner as is
applied in the Bonus Issue and will, from time to time, rank pari
passu with all other Shares on issue.
4.
If there is a pro rata issue (other than a Bonus Issue) to holders
of Shares during the currency of, and prior to the exercise of,
any Options, the exercise price of the Options will be adjusted
in the manner provided by the ASX Listing Rules.
If, prior to the expiration of any Options, there is a reorganisation of the
issued capital of the Company (including, but not limited to, a
consolidation, subdivision, share split, cancellation, reduction
or return of capital), the rights of the Option holder will be
changed to the extent necessary to comply with the ASX
Listing Rules applying to a reorganisation of capital at the
time of the reorganisation.
$0.00
2,000,000 Options issued pursuant to shareholders
approval at General Meeting held 21 November 2007.
Option Certificates dated 6 December 2007
Number +Class
167,882,108 Ordinary Shares (CAU)
  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securitiesnot quotedon 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
390,000
286,000
350,000
650,000
650,000
2,200,000
390,000
390,000
650,000
650,000
2,000,000
Options @ $0.25 Expiring 24/02/2008
Options @ $0.25 Expiring 25/02/2008
Options @ $0.10 Expiring 02/08/2009
Options @ $0.15 Expiring 30/09/2008
Options @ $0.10 Expiring 31/03/2009
Options @ $0.10 Expiring 17/05/2009
Options @ $0.25 Expiring 27/05/2009
Options @ $0.10 Expiring 09/02/2010
Options @ $0.10 Expiring 09/02/2010
Options @ $0.10 Expiring 30/07/2010
Options @ $0.10 Expiring 29/11/2010
Not Applicable

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.
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 3

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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)
30
How do+security holders sell their
entitlements_in full_through a
broker?
31
How do+security holders sell_part_
of their entitlements through a
broker and accept for the balance?
  • See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

  • 33 +Despatch date

Part 3 - Quotation of securities

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

  • 34 Type of securities ( tick one ) N/A

  • (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 N/A documents

35[If the ] +securities, and the number and percentage of additional[+][securities are ][+][equity securities, the names of the 20 largest holders of the additional ] +securities held by those holders

36[If the ][+][securities are ][+][equity securities, a distribution schedule of the additional ][+][securities setting ] out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

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

  • See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38
Number of securities for which
+quotation is sought
39
Class of
+securities for which
quotation is sought
40
Do the+securities rank equally in all
respects from the date of allotment
with an existing+class of quoted
+securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the
extent
to
which
they
participate for the next dividend,
(in
the
case
of
a
trust,
distribution) or interest payment
• the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41
Reason for request for quotation
now
Example: In the case of restricted securities, end of
restriction period
(if issued upon conversion of
another security, clearly identify that
other security)
42
Number and+class of all+securities
quoted on ASX (_including_the
securities in clause 38)
N/A
N/A
N/A
N/A
Number +Class
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

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.

  • 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.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

  • 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.

Sign here: Glen Brune Date: 7 December 2007 (Company Secretary)

Print name: Glen Brune


  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003