HYTERRA LTD — Share Issue/Capital Change 2010

May 9, 2010

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

BrainZ Instruments Limited

ACN

116 829 675

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)	Options
	31,132,465
	Exercisable at $0.20 on or before 31 May 2011

• 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)	BZIO	BZIO
	$0.005
	To Fund Exploration and Working Capital
	10 May 2010
	Number	+Class
	75,000,000 31,132,465	Fully Paid Ordinary Options

• 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
	N/A
	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. 19 Closing date for receipt of acceptances or renunciations	No
	Non-renounceable
	1 option for every 2 shares
	Offer is to shareholders
	16 April 2010
	N/A
	Rounded down USA, UK and Switzerland
	5 May 2010

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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?	N/A
	N/A
	Alto Capital
	$10,000
	N/A
	N/A
	20 April 2010
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

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

N/A

• 33 +Despatch date

10 May 2010

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

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 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 Example: In 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 N/A +securities quoted on ASX ( including the securities in clause 38)

• 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.

• 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: 10/05/2010 (Company Secretary)

Print name: James Robinson

• See chapter 19 for defined terms.

== == == == ==

24/10/2005 Appendix 3B Page 7

CER/COMPUTERSHARE INVESTOR SERVICES PTY LTD  ***           Range Of Units Summary           ***
(RSP510:10.14:100510)
  BRAINZ INSTRUMENTS LIMITED/BZI                      RUN NUMBER 1158       10/05/2010           ARBN   116 829 675    PAGE
:      1
                       1        1001        5001       10001      100001                                       * TOTAL *
                      to          to          to          to          to
                    1000        5000       10000      100000       (MAX)
OPT                /OPTION EXP 31-MAY-2011 @ $0.20
   Holders
      Issuer           3          12           5          11           5                                              36
      Chess                       31          32          61          32                                             156
      Total            3          43          37          72          37                                             192
   Units
      Issuer        2750       43000       44005      681000     3412571                                         4183326
      Chess                   107011      280251     2400526    24161351                                        26949139
      Total         2750      150011      324256     3081526    27573922                                        31132465
TOTAL HOLDERS FOR CLASSES SELECTED                                                         192
TOTAL UNITS    "    "         "                                                       31132465

CER/COMPUTERSHARE INVESTOR SERVICES PTY LTD  ***      T O P     2 0     H O L D E R S       ***                (RSP520:10.13:100510)
  BRAINZ INSTRUMENTS LIMITED/BZI                      RUN NUMBER 1158       10/05/2010           ARBN   116 829 675    PAGE :      1
  CLASS: OPT/OPTION EXP 31-MAY-2011 @ $0.20
  HOLDER NO     NAME AND ADDRESS                                           UNITS       % I/C      RANK
                MR MATHEW DONALD WALKER                                   6,875,000    22.08         1
                MR STEPHEN CHARLES ROHDE &                                3,250,000    10.44         2
                MRS CHERYL DAWN ROHDE
                <THE LINDREW A/C>
                MR GARRY RALSTON                                          3,000,000     9.64         3
                MR KEITH NORMAN GOODALL &                                 2,000,000     6.42         4
                MRS PAMELA JOAN GOODALL
                <THE WARATAH A/C>
                MR MARK SAYLE                                             1,633,000     5.25         5
                SABRELINE PTY LTD                                         1,435,619     4.61         6
                <JPR INVESTMENT A/C>
                FORTIS CLEARING NOMINEES P/L                                714,178     2.29         7
                <SETTLEMENT A/C>
                SHR PTY LTD                                                 629,169     2.02         8
                MR JOHN FRANCIS CORR                                        625,000     2.01         9
                <THE BAWNLUSK PORTFOLIO A/C>
                MR COLIN EARL LANCER                                        581,739     1.87        10
                HSBC CUSTODY NOMINEES                                       550,000     1.77        11
                (AUSTRALIA) LIMITED
                ELECTRIC EEL PTY LTD                                        511,594     1.64        12
                MR BRAD MCELROY                                             500,000     1.61        13
                JT CAMPBELL & CO PRIVATE                                    444,571     1.43        14
                EQUITY PTY LTD
                DELARO HOLDINGS PTY LTD                                     400,000     1.28        15
                <THE DONGRAY DISCRE NO4 A/C>
                MOUNT STREET INVESTMENTS PTY                                375,000     1.20        16
                LTD
                <THE M J BLAKE S/F A/C>
                MR ANDREW KROGER                                            359,183     1.15        17
                BELL POTTER NOMINEES LTD                                    356,069     1.14        18
                <BB NOMINEES A/C>
                BUSHY LANE PROJECTS PTY LTD                                 301,854     0.97        19

CER/COMPUTERSHARE INVESTOR SERVICES PTY LTD  ***      T O P     2 0     H O L D E R S       ***                (RSP520:10.13:100510)
  BRAINZ INSTRUMENTS LIMITED/BZI                      RUN NUMBER 1158       10/05/2010           ARBN   116 829 675    PAGE :      2
  CLASS: OPT/OPTION EXP 31-MAY-2011 @ $0.20
  HOLDER NO     NAME AND ADDRESS                                           UNITS       % I/C      RANK
                MR DANIEL FREDRICK DOMROE                                   285,490     0.92        20
                <DOMROE GROUP UNIT ACCOUNT>
                ***  REPORT  TOTAL  ***                                  24,827,466    79.75
                ***    REMAINDER   ***                                    6,304,999    20.25
                                                                     -----------------------
                ***  GRAND  TOTAL  ***                                   31,132,465   100.00

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TOTAL CURRENT HOLDERS MEETING CRITERIA FOR THIS REPORT:      192