HYTERRA LTD — Capital/Financing Update 2008

Jul 14, 2008

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R u l e 2 . 7 , 3 . 1 0 . 3 , Appendix 3B New issue announcement, application for quotation of additional securities and agreement I n f o r m a t i o n o r d o c u m e n t s n o t a v a i l a b l e n o w m u s t b e g i v e n t o A S X a s s o o n a s a v a i l a b l e . I n f o r m d o c u m e n t s g i v e n t o A S X b e c o m e A S X ’ s p r o p e r t y a n d m a y b e m a d e p u b l i c . 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 BrainZ Instruments Limited ABN ARBN 116 829 675 We (the entity) give ASX the following information. Part 1 - All issues Y o u m u s t c o m p l e t e t h e r e l e v a n t s e c t i o n s ( a t t a c h s h e e t s i f t h e r e i s n o t e n o u g h s p a c e ) . 1 +Class of +securities issued or to be issued

ABN

We (the entity) give ASX the following information.

3

. .

a t i o n a n d

• 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)

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

A p p e n d i x 3 B N e w i s s u e a n n o u n c e m e n t 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 Number +Class 8 Number and +class of all +securities quoted on ASX ( i n c l u d i n g the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

Appendix 3B Page 2

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	N e w	A p p e n d i x 3 i s s u e a n n o u n c e m e n
9 Number and +class of all +securities not quoted on ASX ( i n c l u d i n g 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

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.

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

A p p e n d i x 3 B N e w i s s u e a n n o u n c e m e n t 19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

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	A p p e n d i x 3 B N e w i s s u e a n n o u n c e m e n t
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 i n f u l lthrough a broker? 31 How do+security holders sell p a r t of their entitlements through a broker and accept for the balance?

• See chapter 19 for defined terms.

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• See chapter 19 for defined terms.

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

33 +Despatch date Part 3 - Quotation of securities Y o u n e e d o n l y c o m p l e t e t h i s s e c t i o n i f y o u a r e a p p l y i n g f o r q u o t a t i o n o f s e c u r i t i e s 34 Type of securities ( t i c k o n e ) (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) d d i t i o n a l s e c u r i t i e s f o r m i n g a n e w c l a s s o f s e c u r i t i e s T i c k t o i n d i c a t e y o u a r e p r o v i d i n g t h e i n f o r m a t i o n o r d o c u m e n t s 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

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• 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.

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Entities that have ticked box 34(b)

p p e n d i x 3 B e w i s s u e a n n o u n c e m e n t ntities 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 ( i n c l u d i n g the securities in clause 38)	24,418,020
	Ordinary Shares
	All securities rank equally
	End of restriction period
	Number	+Class
	60,000,000	Ordinary

• See chapter 19 for defined terms.

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Q u o t a t i o n a g r e e m e n t 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.

• 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: ... Date: ....15 July 2008... (Director/Company secretary)

Print name: ....Ian Hadwin...................................

== == == == ==

• See chapter 19 for defined terms.

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