INVION LIMITED — Capital/Financing Update 2010

Feb 10, 2010

Appendix 1A

ASX Listing application and agreement

This form is for use by an entity seeking admission to the ⁺official list as an ASX Listing (for classification as an ASX Debt Listing use Appendix 1B, and for classification as an ASX Foreign Exempt Listing use Appendix 1C). The form is in 3 parts:

Application for admission to the ⁺official list; 1.

$\mathfrak{p}$ . Information to be completed; and

1. Agreement to be completed.

Information and documents (including this appendix) given to ASX in support of an application become ASX's property and may be made public. This may be prior to admission of the entity and $\dagger$ quotation of its $\dagger$ securities. Publication does not mean that the entity will be admitted or that its ⁺securities will be quoted.

Introduced 1/7/96. Origin: Appendix 1. Amended 1/7/97, 1/7/98, 1/9/99, 13/3/2000, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005, 20/07/2007.

Part 1 - Application for admission to the official list

Name of entity	ACN
CBio Limited	094 730 417

We (the entity) apply for admission to the ⁺official list of ASX Limited (ASX) and for ⁺quotation of ⁺securities.

Part 2 - Information to be completed

About the entity

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

All entities

$\mathbf{1}$ Deleted 30/9/2001

$\overline{2}$ ⁺Main class of ⁺securities

Number	$+C$ lass
66,476,844	Ordinary Shares

			79,826,844 [assuming minimum subscription see section page 2 of prospectus] 96,826,844 [assuming maximum subscription see section page 2 of prospectus] 101,826,844 [assuming over- subscription see section page 2 of prospectus]	Ordinary shares
3	Additional + classes + securities (except + CDIs)	of	Number be to quoted 79,826,844 [Assuming minimum subscription]	+ Class Ordinary Shares
			96,826,844 [Assuming maximum subscription] 101,826,844 [Assuming over- subscription]
			22,579,849	Options over Ordinary Shares
			Not applicable.	Not applicable.
			Number not to be quoted	+ Class
			1,330,000	Options over Ordinary Shares
			Convertible 6 notes	if 10,000,000 shares issued converted
			[see section 5.5.2 of prospectus]	6,000,000 options issued if converted
			Not applicable	Not applicable

$\mathcal{L}^{\text{max}}_{\text{max}}$

$\mathcal{L}^{(1)}$

$\hat{\mathcal{A}}$

$+$ See chapter 19 for defined terms.

4	Telephone number, postal address for all correspondence, general fax number, fax number for + company announcements office to confirm release of information to the market, and e-mail address for contact purposes.	CBio Limited Brisbane Technology Park 85 Brandl Street Tel: (07) 3841 4844 Fax: (07) 3341 4200 Email: ben.graham@cbio.com.au
5	Address of principal + security registries for each + class of + security (including + CDIs)	Link Market Services Ltd Level 19 324 Queen Street BRISBANE QLD 4000
6	Annual balance date
	Companies only (Other entities go to 19)
7	title chief Name and οf executive officer/managing director	Mr Jason Richard Yeates - Managing Director and CEO
8	Name and title of chairperson of directors	Mr Stephen George Burch Jones - Executive Chairman
9	Names of all directors	Mr Stephen George Burch Jones Mr Jason Richard Yeates Dr Goran Ando Professor John Watson Funder Dr Peter Bartley Corr Dr Michael Phillip Monsour Mr Stephen Fredrick Streeter Dr Dennis John Feeney

10	Duration of appointment of directors (if not subject to retirement by rotation) and details of any entitlement to participate in profits	The Constitution of CBio Limited is attached as Annexure 2. Rule 16.1 of the Constitution provides that at every annual general meeting the number closest to but no less than one-third of the Directors (except a Managing Director) shall retire from office. No director (except a Managing Director) shall retain office for a period in excess of 3 years without submitting for re-election. Clause 13.3 of the Constitution provides that the Directors' remuneration is by fixed sum and not a commission on or percentage of profits (and may not be increased except at a general meeting where particulars have been given to shareholders).
11	Name and title of company secretary	Mr Ben Graham Company Secretary
12	Place of incorporation	Queensland
13	Date of incorporation	11 October 2000
14	Legislation under which incorporated	Corporations Act 2001 (Cth)
15	Address of registered office in Australia	CBio Limited 'Brisbane Technology Park' 85 Brandl Street EIGHT MILE PLAINS QLD 4113
16	Month in which annual meeting is usually held	November
17	Months in which dividends usually paid are (or are intended to be paid)	There is no current dividend policy and dividends are not usually paid as the company is not generating profits. This is explained in section 5.6.1 of the Prospectus.
18	If the entity is a foreign which has company a certificated subregister for + securities, quoted the of location Australian *security registers	Not applicable.

$\hat{\boldsymbol{z}}$

⁺ See chapter 19 for defined terms.

18A -	If the entity is a foreign $\vert$ Not
	company, the name and address of the entity's
	Australian agent for service
	of process

applicable.

$\bar{\gamma}$

(Companies now go to 31)

$\bar{\gamma}$

All entities except companies

19	and title of chief Name executive officer/managing director of the responsible entity	Not applicable.
20	Name and title of chairperson of directors of responsible entity	Not applicable.
21	Names of all directors of the responsible entity	Not applicable.
22	Duration of appointment of directors of responsible entity (if not subject to retirement by rotation) and details of any entitlement to participate in profits	Not applicable.
23	Name and title of company secretary of responsible entity	Not applicable.

23A	Trusts only - the names of the members of the compliance committee (if any)	Not applicable.
24	Place of registration of the entity	Not applicable.
25	Date of registration of the entity	Not applicable.
26	Legislation under which the entity is registered	Not applicable.
27	of administration Address office in Australia of the entity	Not applicable.
28	If an annual meeting is held, month in which it is usually held	Not applicable.
29	Months in which distributions usually paid (or are are intended to be paid)	Not applicable.
30	If the entity is a foreign entity which has certificated a i subregister for quoted *securities, the location of Australian + security registers	Not applicable.
30A	If the entity is a foreign trust, the name and address of the	Not applicable.
	entity's Australian agent for service of process

$\mathcal{L}^{\pm}$

$\ddot{\phantom{a}}$

$+$ See chapter 19 for defined terms.

About the entity

All entities

documents	Tick to indicate you are providing the information or	Where is the information or document to be found? (eg, prospectus cross reference)
31	Evidence of compliance with 20 cent minimum issue price or sale price, and spread requirements	\$1.00 issue price. The Prospectus is attached as Annexure 1. See: Prospectus section 1.1.
32	Prospectus, Product Disclosure Statement or information memorandum relevant to the application (250 copies)	of the Prospectus A copy is. Please let us know if attached. further copies are required.
33	Cheque for fees	the cheque in of A amount \$164,890.52 (inclusive of GST) is attached. [this is calculated on 101,826,844 shares at \$1.00 per share and 22,579,849 options with an exercise price of \$1.00]
34	Type of subregisters the entity will operate Example: CHESS and certificated subregisters	CHESS
35	Copies of any contracts referred to in the prospectus, Product Disclosure Statement or information memorandum (including) any underwriting agreement)	Copies of the material contracts referred to in sections 8.3 to 8.11 of the Prospectus are provided as Annexures 3 to 14.
36	A certified copy of any restriction agreement entered into in relation to + restricted securities	Certified copies of the applicable restriction agreements are to be provided.
37	If there are + restricted securities, undertaking issued by any bank or + recognised trustee	Not applicable.
38	(Companies only) - certificate of incorporation or other evidence of status (including any change of name)	Certificate of registration on change of name (conversion to public company) is attached as Annexure 15.

$+$ See chapter 19 for defined terms.

-39	(All entities except companies) - certificate of Not applicable. registration or other evidence of status (including change of name)
40	Copy of the entity's constitution (eg, if a The Constitution of CBio Limited company, the memorandum and articles of is attached as Annexure 2. Note association)	clause 28.2 which provides ASX Listing Rules prevail (per Appendix 15A).

⁺ See chapter 19 for defined terms.

			Where is the information or document to be found? (eg, prospectus cross reference)
41		Completed checklist that the constitution complies with the listing rules (copy of articles checklist is available from any Companies Department)	To be provided. Note clause 28.2 of the Constitution which provides ASX Listing Rules prevail (per Appendix 15A).
42		A brief history of the entity or, if applicable, the group	See Prospectus section 2.1.
42 A		Copy of agreement with ASX that documents may be given to ASX and authenticated electronically.	A copy of this agreement is. attached as Annexure 20.
		About the securities to be quoted
	All entities
43		Confirmation that the + securities to be quoted are eligible to be quoted under the listing rules	See Prospectus section 1.11.
44		Voting rights of + securities to be quoted	See rule 12.1 of the Company's Constitution.
45		A specimen certificate/holding statement for each + class of + securities to be quoted and a	To be provided. Link Market Services are the share registry.
46		specimen holding statement for + CDIs Terms of the + securities to be quoted	Please see rule 3 of the company constitution, and section 1.2 of the Prospectus.
47		A statement setting out the names of the 20 largest holders in each + class of + securities to be quoted, and the number and percentage of each + class of + securities held by those holders	To be provided after the allotment of shares and completion of Offer under the Prospectus.
48		A distribution schedule of each + class of + equity securities to be quoted, 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	To be provided after the allotment of shares and completion of Offer under the Prospectus.
49		The number of holders of a parcel of + securities with a value of more than \$2,000, based on the issue/sale price	To be provided after the allotment of shares and completion of Offer under the Prospectus.

$\hat{\mathcal{A}}$

$\bar{1}$

$+$ See chapter 19 for defined terms.

50	Terms of any + debt securities and + convertible debt securities	convertible 6 issued notes subsequent to 30 June 2009 under a Convertible Note Deed dated 30 August 2007 and are currently on issue and total \$5,000,000. See section 5.5.2, 5.5.4 and 5.7.22
		Where is the information or document to be found? (eg, prospectus cross reference)
51	Trust deed for any + debt securities and + convertible debt securities	The Convertible Note Deed dated 30 August 2007 is attached as Annexure 16.
52	Deleted 24/10/2005.

All entities with classified assets

(Other entities go to 62)

All ⁺mining exploration entities and, if ASX asks, any other entity that has acquired, or entered into an agreement to acquire a $\text{*}\text{classified asset},$ must give ASX the following information.

53	The name of the vendor and details of any relationship of the vendor with us	Not applicable.
54	If the vendor was not the beneficial owner of the + classified asset at the date of the acquisition or agreement, the name of the beneficial owner(s) and details of the relationship of the beneficial $owner(s)$ to us	Not applicable.
55	The date that the vendor acquired the + classified asset	Not applicable.
56	The method by which the vendor + acquired the + classified asset, including whether by agreement, exercise of option or otherwise	Not applicable.
57	The consideration passing directly or indirectly from the vendor (when the vendor "acquired the asset), and whether the consideration has been provided in full	Not applicable.
58	Full details of the + classified asset, including any title particulars	Not applicable.

$+$ See chapter 19 for defined terms.

$\hat{u}$

$\mathcal{A}^{\text{max}}_{\text{max}}$

$\hat{\mathcal{A}}$

$+$ See chapter 19 for defined terms.

document to be found? (eg, prospectus cross reference) 59 The work done by or on behalf of the vendor in Not applicable. developing the ⁺classified asset. In the case of a ⁺mining tenement, this includes prospecting in relation to the tenement. If money has been spent by the vendor, state the amount (verification of which may be required by ASX). 60 The date that the entity ⁺acquired the ⁺classified Not applicable. asset from the vendor, the consideration passing directly or indirectly to the vendor, and whether that consideration has been provided in full 61 A breakdown of the consideration, showing how Not applicable. it was calculated, and whether any experts' reports were commissioned or considered (and if so, with copies attached).

Where is the information or

About the entity's capital structure

All entities

62	Deleted 1/9/99.
63	A copy of the register of members, if ASX asks	To be provided if requested by ASX.
64	A copy of any court orders in relation to a reorganisation of the entity's capital in the last five years	Not applicable.
65	The terms of any + employee incentive scheme	Employee Share Option Plan is attached Annexure as 7. $\mathbf{A}$ summary of the Plan is contained in section 8.8 of the Prospectus.
66	The terms of any + dividend or distribution plan	Not applicable.
67	The terms of any + securities that will not be Not applicable. quoted
68	Deleted 1/7/98.

$+$ See chapter 19 for defined terms.

		to be found? (eg, prospectus cross reference)
69	The entity's issued capital (interests), showing separately each + class of + security (except + CDIs), the amount paid up on each + class, the issue price, the dividend (in the case of a trust, distribution) and voting rights attaching to each + class and the conversion terms (if applicable)	The Company has 66,476,844 fully paid ordinary shares on issue and 23,909,849 options. No dividends have been paid to date. The rights attaching to these shares are set out in the Company's Constitution which is attached as Annexure 2. See also section 8.2 of the Prospectus. convertible 6 remain notes currently totalling issue on \$5million. See section 5.5.2 of the Prospectus. A copy of the convertible note deed is attached as Annexure 16.
70	The number of the entity's debentures, except to showing the amount outstanding, bankers, nominal value and issue price, rate of interest, dates of payment of interest, date and terms of redemption of each + class and conversion terms (if applicable) Note: This applies whether the securities are quoted or not.	Not applicable.
71	The number of the entity's unsecured notes, showing the amount outstanding, nominal value and issue price, rate of interest, dates of payment of interest, date and terms of redemption of each *class and conversion terms (if applicable) Note: This applies whether the securities are quoted or not.	Not applicable.
72	The number of the entity's options to $^+$ acquire unissued + securities, showing the number outstanding Note: This applies whether the securities are quoted or not.	As at the date of the prospectus the Company had 23,909,849 share options issued.
73	Details of any rights granted to any + person, or to any class of + persons, to participate in an issue of the entity's + securities Note: This applies whether the securities are quoted or not.	See item 65.
74	If the entity has any + child entities, a list of all + child entities stating in each case the name, the nature of its business and the entity's percentage holding in it. Similar details should be provided for every entity in which the entity holds (directly or indirectly) 20% or more of the issued capital (interests).	Not applicable.

$\hat{\boldsymbol{\beta}}$

$\hat{\mathcal{A}}$

$\ddot{\phantom{a}}$

Where is the information or document

$\hat{\boldsymbol{\beta}}$

$\bar{\beta}$

$+$ See chapter 19 for defined terms.

$\mathcal{A}^{\mathcal{A}}$

$\hat{\mathcal{A}}$

$\sim 10$

$\hat{A}$ , $\hat{A}$

$+$ See chapter 19 for defined terms.

About the entity's financial position
(Entities meeting the profit test go to 75. For the assets test go to 81A.)

All entities meeting the profit test

		Where is the information or document to be found? (eg, prospectus cross reference)
75	Evidence that the entity has been in the same main business activity for the last 3 full financial years	Not applicable.
76	Evidence that the entity is a going concern (or successor) and its aggregated profit for the last 3 full financial years	Not applicable.
76A	Evidence that the entity's + profit from continuing operations in the past 12 months exceeded \$400,000	Not applicable.
77	Audited + accounts for the last 3 full financial years and audit reports	Not applicable.
$78 - 79$	Deleted 1/7/97.
80	Half yearly + accounts (if required) and audit report or review	Not applicable.
80A	Pro forma balance sheet and review	Not applicable.
80B	Statement from all directors or all directors of the responsible entity confirming that the entity is continuing to earn + profit from continuing operations	Not applicable.
	All entities meeting the assets test (only complete one of 81A, 81B or 81C and one of 82 or 83)
81	Introduced 1/7/96. Amended 1/7/99. Deleted 1/7/97
81A	For entities other than + investment entities, evidence of net tangible assets of at least \$2 million or market capitalisation of at least \$10 million	See sections 5 and - 6 of the Prospectus. The report of Ernst $\&$ Young is attached as Annexure 17. Accounts are attached as Annexure 18.
81B	For + investment entities other than + pooled development funds, evidence of net tangible assets of at least \$15 million	Not applicable.
81C	Evidence that the entity is +pooled a development fund with net tangible assets of at least \$2 million	Not applicable.

$+$ See chapter 19 for defined terms.

Where is the information or document to (eg, prospectus cross) be found? reference)

$\bar{\mathcal{A}}$

82		Evidence that at least half of the entity's total tangible assets (after raising any funds) is not cash or in a form readily convertible to cash (if there are no-commitments)	Not applicable.
83		Evidence that there are commitments to spend at least half of the entity's cash and assets in a form readily convertible to cash (if half or more of the entity's total tangible assets (after raising any funds) is cash or in a form readily convertible to cash)	See sections 1.4 and 6 of the Prospectus and the report of Ernst & Young which is attached as Annexure 17. Accounts are attached as Annexure 18.
84		Statement that there is enough working capital to carry out the entity's stated objectives (and statement by independent expert, if required)	See sections 1.4 and 6 of the Prospectus, and the report of Ernst & Young which is attached as Annexure 17. Accounts attached as Annexure 18.
85		Deleted 1/9/99.
86		Deleted 1/7/97.
87		*Accounts for the last 3 full financial years and audit report, review or statement that not audited or not reviewed	See sections 5 and 6 of the Prospectus. The report of Ernst $\&$ Young is attached as Annexure 17. Accounts are attached as Annexure 18.
87A		Half yearly + accounts (if required) and audit report, review or statement that not audited or not reviewed	Not applicable.
87B		Audited balance sheet (if required) and audit report	See sections 5 and 6 of the Prospectus. The report of Ernst & Young is attached as Annexure 17. Accounts are attached as Annexure 18.
87C		Pro forma balance sheet and review	See sections $5^{\circ}$ and 6 of the Prospectus. The report of Ernst $\&$ Young is attached as Annexure 17. Accounts are attached as Annexure 18.
	(Now go to 106)
88		Deleted 1/7/97.

89-92C Deleted 1/9/99.

$\sim$

$\mathcal{A}^{\mathcal{A}}$

$+$ See chapter 19 for defined terms.

93	Deleted 1/7/97.
94-98C	Deleted 1/9/99.
99	Deleted 1/7/97.
100-105C	Deleted 1/9/99.

$\mathcal{L}^{\text{max}}_{\text{max}}$

$\sim$

$\label{eq:2.1} \frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac$

$\sim$ $\sim$

$+$ See chapter 19 for defined terms.

About the entity's business plan and level of operations

All entities

Information memorandum	contained	the in	information	Where is the information or document to be found? (eg, prospectus cross reference)
106			Details of the entity's existing and proposed activities, and level of operations. State the main business	The main business of CBio Limited is the research and development of technologies for the treatment of autoimmune diseases.
				See section 2 of the Prospectus for details of CBio's existing and proposed activities and level of operations.
107			Details of any issues of the entity's + securities (in all	See table attached as Annexure 21.

⁺classes) in the last 5 years. Indicate issues for
consideration other than cash

$\bar{a}$

Information memorandum requirements

All entities

108	If the entity is a company, a statement that all the information that would be required under section 710 of the Corporations Act if the information memorandum were a prospectus offering for subscription the same number of securities for which quotation will be sought is contained in the information memorandum. If the entity is a trust, a statement that all the information that would be required under section 1013C of the Corporations Act if the information memorandum were a Product Disclosure Statement offering for subscription the same number of + securities for which + quotation will be sought is contained in the information memorandum	Not applicable.
109	The signature of every director, and proposed director, of the entity personally or by a + person authorised in writing by the director (in the case of a trust, director of the responsible entity)	Not applicable.
110	The date the information memorandum is signed	Not applicable.
111(a)	Full particulars of the nature and extent of any interest now, or in the past 2 years, of every director or proposed director of the entity (in the case of a trust, the responsible entity), in the promotion of the entity, or in the property acquired or proposed to be acquired by it	Not applicable.

^<sup>+ See chapter 19 for defined terms.

$111(b)$

$\hat{\mathcal{A}}$

$\bar{\mathcal{A}}$

If the interest was, or is, as a member or partner
in another entity, the nature and extent of the
interest of that other entity

Not applicable.

$+$ See chapter 19 for defined terms.

	Information contained in the information memorandum	Where is the information or document to be found? (eg, prospectus cross reference)
111(c)	If the interest was or is as a member or partner in another entity, a statement of all amounts paid or agreed to be paid to him or her or the entity in cash, + securities or otherwise by any + person to induce him or her to become or to qualify him or her as, a director, or for services rendered by him or her or by the entity in connection with the promotion or formation of the listed entity	Not applicable.
112(a)	Full particulars of the nature and extent of any interest of every expert in the promotion of the entity, or in the property acquired or proposed to be acquired by it	Not applicable.
112(b)	If the interest was or is as a member or partner in another entity, the nature and extent of the interest of that other entity	Not applicable.
112(c)	If the interest was or is as a member or partner in another entity, a statement of all amounts paid or agreed to be paid to him or her or the entity in cash, + securities or otherwise by any + person for services rendered by him or her or by the entity in connection with the promotion or formation of the listed entity	Not applicable.
113	A statement that ASX does not take any responsibility for the contents of the information memorandum	Not applicable.
114	A statement that the fact that ASX may admit the entity to its + official list is not to be taken in any way as an indication of the merits of the entity	Not applicable.
115	If the information memorandum includes a statement claiming to be made by an expert or based on a statement made by an expert, a statement that the expert has given, and has not withdrawn, consent to the issue of the information memorandum with the particular statement included in its form and context	Not applicable.

$\bar{\mathcal{A}}$

$+$ See chapter 19 for defined terms.

Where is the information or document to be found? (eg, prospectus cross reference)

116	A statement that the entity has not raised any capital for the 3 months before the date of issue of the information memorandum and will not need to raise any capital for 3 months after the date of issue of the information memorandum	Not applicable.
117	A statement that a supplementary information memorandum will be issued if the entity becomes + aware of any of the following between the issue of the information memorandum and the date the entity's + securities are + quoted or reinstated. A material statement in the information ۰ memorandum is misleading or deceptive. There is a material omission from the information ٠ memorandum. There has been a significant change affecting a matter included in the information memorandum. A significant new circumstance has arisen and it would have been required to be included in the information memorandum	Not applicable.

Information contained in the supplementary information memorandum

118	If there is a supplementary memorandum:	information Not applicable.
	Correction of any deficiency.
	Details of any material omission, change or new matter.
	• A prominent statement that it is a supplementary information memorandum.
	The signature of every director, or proposed director, of the entity personally or by a + person authorised in writing by the director (in the case of a trust, director of the responsible entity).
	supplementary date the information The memorandum is signed.

Evidence if supplementary information memorandum is issued

119

	Evidence that the supplementary information Not applicable.
	memorandum accompanied every copy of the
	information memorandum issued after the date of the 1
	supplementary information memorandum.

$+$ See chapter 19 for defined terms.

$\bar{z}$

Other information

All entities

			Where is the information or document
			to be found? (eg, prospectus cross
	reference)

120		Evidence that the supplementary information memorandum was sent to every + person who was sent an information memorandum	Not applicable.
121		Details of any material contracts entered into between the entity and any of its directors (if a trust, the directors of the responsible entity)	Transactions with related parties are set out in section 9.8.2 of the Prospectus.
122		A copy of every disclosure document or Product Disclosure Statement issued, and every information memorandum circulated, in the last 5 years	Attached as Annexure 19.
123		Information not covered elsewhere and which, in terms of rule 3.1, is likely materially to affect the price or value of the entity's + securities	Not applicable.
123A		The documents which would have been required to be given to ASX under rules $4.1, 4.2, 4.3, 4.5,$ 5.1, 5.2 and 5.3 had the entity been admitted to the $\pm$ official list at the date of its application for admission, unless ASX agrees otherwise. Example: ASX may agree otherwise if the entity was recently incorporated.	To be provided if requested by ASX, where applicable.
	Mining exploration entities

124 A map or maps of the mining tenements prepared Not applicable. by a qualified ⁺person. The maps must indicate the geology and other pertinent features of the tenements, including their extent and location in relation to a capital city or major town, and relative to any nearby properties which have a significant bearing on the potential of the tenements. The maps must be dated and identify the qualified *person and the report to which they relate.

125 Deleted 1/7/97

^<sup>+ See chapter 19 for defined terms.

Where is the information or document to
be found? (eg, prospectus cross reference)

126	A schedule of + mining tenements prepared by a The schedule must state in qualified person. relation to each + mining tenement: the geographical area where the $+$ mining tenement is situated; the nature of the title to the + mining tenement; whether the title has been formally confirmed or approved and, if not, whether an application for confirmation or approval is pending and whether the application is subject to challenge; and the + person in whose name the title to the + mining tenement is currently held.	Not applicable.
127	If the entity has + acquired an interest or entered into an agreement to + acquire an interest in a + mining tenement from any + person, a statement detailing the date of the + acquisition of the interest from the vendor and the purchase price paid and all other consideration (whether legally enforceable or not) passing (directly or indirectly) to the vendor.	Not applicable.
128	A financial statement by the directors (if a trust, the directors of the responsible entity) setting out a program of expenditure together with a timetable for completion of an exploration program in respect of each + mining tenement or, where appropriate, each group of tenements	Not applicable.
129	A declaration of conformity or otherwise with the Australasian Code for Reporting of Identified Mineral Resources and Ore Reserves for any reports on mineral resources and + ore reserves	Not applicable.

$+$ See chapter 19 for defined terms.

Part 3 - Agreement

All entities

You must complete this agreement. If you require a seal to be bound, the agreement must be under seal.

We agree:

• Our admission to the ⁺official list is in ASX's absolute discretion. ASX may admit us $\mathbf{1}$ on any conditions it decides. ⁺Quotation of our ⁺securities is in ASX's absolute discretion. ASX may quote our 'securities on any conditions it decides. Our removal from the ⁺official list or the suspension or ending of ⁺quotation of our ⁺securities is in ASX's absolute discretion. ASX is entitled immediately to suspend ⁺quotation of our *securities or remove us from the *official list if we break this agreement, but the absolute discretion of ASX is not limited.
• $\overline{2}$ 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 the ⁺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 601MB(1), 737, 738, 992A, 992AA 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.
• We give ASX the information and documents required by this form. If any information 4 or document is not available now, we 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.

^<sup>+ See chapter 19 for defined terms.

• 5 We will comply with the listing rules that are in force from time to time, even if ⁺quotation of our ⁺securities is deferred, suspended or subject to a ⁺trading halt.
• 6 The listing rules are to be interpreted:
• in accordance with their spirit, intention and purpose;
• by looking beyond form to substance; and
• in a way that best promotes the principles on which the listing rules are based.
• $\overline{7}$ ASX has discretion to take no action in response to a breach of a listing rule. ASX may also waive a listing rule (except one that specifies that ASX will not waive it) either on our application or of its own accord on any conditions. ASX may at any time vary or revoke a decision on our application or of its own accord.
• 8 A document given to ASX by an entity, or on its behalf, becomes and remains the property of ASX to deal with as it wishes, including copying, storing in a retrieval system, transmitting to the public, and publishing any part of the document and permitting others to do so. The documents include a document given to ASX in support of the listing application or in compliance with the listing rules.
• 9 In any proceedings, a copy or extract of any document or information given to ASX is of equal validity in evidence as the original.
• 10 Except in the case of an entity established in a jurisdiction whose laws have the effect that the entity's +securities cannot be approved under the operating rules of the ⁺approved CS facility:
• We will satisfy the ⁺technical and performance requirements of the *approved CS facility and meet any other requirements the *approved CS facility imposes in connection with approval of our +securities.
• When ⁺securities are issued we will enter them in the ⁺approved CS facility's subregister holding of the applicant before they are quoted, if the applicant instructs us on the application form to do so.
• The +approved CS facility is irrevocably authorised to establish and administer a subregister in respect of the *securities for which *quotation is sought.

^<sup>+ See chapter 19 for defined terms.

Except in the case of an entity established in a jurisdiction whose laws have the 11 effect that the entity's 'securities cannot be approved under the operating rules of the +approved CS facility, we confirm that either:

we have given a copy of this application to the 'approved CS facility in accordance with the operating rules of the ⁺approved CS facility ; or

we ask ASX to forward a copy of this application to the +approved CS facility.

• 12 In the case of an entity established in a jurisdiction whose laws have the effect that the entity's +securities cannot be approved under the operating rules of the +approved CS facility:
• The +approved CS facility is irrevocably authorised to establish and administer a subregister in respect of ⁺CDIs.
• We will make sure that ⁺CDIs are issued over ⁺securities if the holder of quoted *securities asks for *CDIs.
• In the case of an entity established in a jurisdiction whose laws have the effect that the 13 entity's +securities cannot be approved under the operating rules of the +approved CS facility:

we have given a copy of this application to the approved CS facility in accordance with the operating rules of the 'approved CS facility; or

we ask ASX to forward a copy of this application to the +approved CS facility.

EXECUTED for and on behalf of CBIO LIMITED ACN 094 730 417 in accordance with its constitution in the presence of:

%atrs

A Director

Jason Richard Yeates

Full name of Director $\blacktriangle$

'ny fifi

Company Secretary

Benjamin Lee Graham

Full Name of Company Secretary A

Appendix 1A Page 26

5440307v1

3/5/2004

$+$ See chapter 19 for defined terms.