SUREFIRE RESOURCES NL — AGM Information 2005

Oct 25, 2005

GENESIS BIOMEDICAL LIMITED

ABN 48 083 274 024

NOTICE OF ANNUAL GENERAL MEETING including EXPLANATORY STATEMENT and PROXY FORM

DATE AND TIME OF MEETING

Monday 28 November 2005 at 10.00am EST

Level 5, 33 York Street Sydney NSW 2000

Notice of Annual General Meeting and Explanatory Memorandum

Notice is hereby given that the Annual General Meeting of the Company will be on Monday 28 November 2005 commencing at 10.00am (EST) at the company's registered office, Level 5, 33 York Street, Sydney, NSW 2000.

The Explanatory Memorandum which accompanies and forms part of this Notice describes the matters to be considered at the Annual General Meeting.

AGENDA

Business

Accounts and Reports

To receive the Financial Report of the Company for the financial year ended 30 June 2005 and the reports of the Directors and Auditors thereon.

Resolution 1 - Adoption of Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Section 250R(2) of the Corporations Act, the Remuneration Report as contained in the Directors Report for the year ended 30 June 2005 be adopted."

Resolution 2 - Re-Election of Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"In accordance with the Constitution of the Company, Mr Emmanuel Correia retires by rotation and, being eligible, offers himself for re-election as a director of Genesis Biomedical Limited".

Resolution 3 - Appointment of Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That Mr Roger Smith who retires, having been appointed in accordance with clause 12.4 of the Company's Constitution as a director of the Company to fill a casual vacancy until the next general meeting and, being eligible offers himself for election, is hereby re-appointed a director of the Company".

Resolution 4 - Appointment of Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That Mr Adrian Knight who retires, having been appointed in accordance with clause 12.4 of the Company's Constitution as a director of the Company to fill a casual vacancy until the next general meeting and, being eligible offers himself for election, is hereby re-appointed a director of the Company".

Resolution 5 - Removal of Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to the power under Clause 12.5 of the Company's Constitution, Dr Robert Gilmour be and is hereby removed as a director of the Company"

Resolution 6 - Appointment of Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to the power under Clause 12.4 of the Company's Constitution Mr Russell Black be and is hereby appointed a director of the Company."

Resolution 7 - Placement

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 80,000,000 Shares at an issue price of not less than $0.025, together with no more than 1 free attaching option to subscribe for a Share for every Share issued (with an exercise price of not less than $0.025 and an expiry date of not less than 24 months from the date of issue of the option) on the terms and conditions in the Explanatory Memorandum"

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a security holder, if the Resolution is passed and any associates of those persons.

DATED THIS 24th DAY OF OCTOBER 2005

BY ORDER OF THE BOARD

EMMANUEL CORREIA DIRECTOR

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of a Notice of Meeting convening the Annual General Meeting ("the Meeting") of shareholders of Genesis Biomedical Limited ("Genesis" or the "Company") to be held on Monday, November 28 2005 at 10.00am (EST). This Memorandum is to be read in conjunction with the Notice of Meeting.

1. Resolution 1 - Adoption of Remuneration Report

Section 250R(2) of the Corporations Act requires a listed company, at its Annual General Meeting, to adopt the Remuneration Report of the Company. The Remuneration Report of Genesis as required by section 300A of the Corporations Act and is contained in the Directors Report for the year ended 30 June 2005.

Amendments to the Corporations Act in June 2004 introduced, amongst other things, expanded director and executive remuneration disclosure requirements and a requirement for a listed company to submit a remuneration report to shareholders for a non-binding vote.

As stated above, this resolution is non binding on the Company. If this resolution is not approved, the directors may:

• 1. Accept or partially accept the vote, which may mean a review of the remuneration policies and packages of the Company: or
• 1. Not accept the vote and explain why it believes the remuneration policies and packages are appropriate.

It is the director's responsibility to formulate and set the Company's remuneration policies and packages. This resolution is intended to attract active shareholder consideration of the remuneration policies and packages of the Company and encourage shareholders to ask guestions should they desire.

Resolution 1 is an ordinary resolution requiring it to be passed by a simple majority of the votes cast by Shareholders entitled to vote on it.

2. Resolution 2 - Re - Election of Director

Re-election of Emmanuel Correia as Director

Mr Emmanuel Correia was appointed a Director of the Company on February 2001 and in accordance with the constitution of the Company retires by rotation and, being eligible, offers himself for re-election as a director of Genesis Biomedical Limited. Mr Correia has experience in and works in the areas of corporate structuring and strategy, capital raising and mergers and acquisitions.

Resolution 1 seeks to confirm the re-election of Mr Correia as a Director of the Company.

The Board supports the re-election of Mr Emmanuel Correia.

3. Resolution 3 - Appointment of Director

Re-appointment of Mr Roger Smith as Director

Mr Roger Smith who, having been appointed in accordance with clause 12.4 of the Company's Constitution as a director of the Company to fill a casual vacancy until the next general meeting offers himself for election as a director of Genesis. Mr Smith has significant experience and knowledge in the retail and financial industries and has achieved success in both fields. Mr Smith brings to the board valuable commercial and practical experience.

4. Resolution 4 - Appointment of Director

Re-appointment of Mr Adrian Knight as Director

Mr Adrian Knight who, having been appointed in accordance with clause 12.4 of the Company's Constitution as a director of the Company to fill a casual vacancy until the next general meeting offers himself for election as a director of Genesis.

Shareholders should note that the Company received a requisition from members holding greater than 5% of the Company's ordinary shares requesting the Company call a meeting of its members to consider removing Mr Adrian Knight as a director. As Mr Knight's appointment automatically ends at the commencement of this Meeting, and his appointment is to be considered by the Company in this Meeting, it is not considered necessary for the Board to put forward for members' consideration a resolution to remove Mr Knight from the Board.

Mr Knight's career to date has been focused primarily in the Financial Services, Information Technology and Sales and Marketing industries and he has held senior positions within these industries throughout the UK. Europe, South Africa, Japan, USA and Australia.

5. Resolution 5 - Removal of Director

Removal of Dr Robert Gilmour, as Director

Genesis received a requisition from members holding greater than 5% of the Company's ordinary shares requesting the company call a meeting of its members to consider the removal of two current Genesis directors (one of whom was Mr Adrian Knight). Dr Robert Gilmour was the other director who the shareholder group sought removal of as a director of the Company. The Board has accordingly put forward this resolution to members to consider.

6. Resolution 6 - Appointment of Director

Appointment of Mr Russell Black as Director

Genesis received a requisition from members holding greater than 5% of the Company's ordinary shares requesting the company call a meeting of its members to consider the approval of the appointment of Mr Russell Black as a director of the Company. The Board has accordingly put forward this resolution to members to consider.

Mr Black was a Certified Practising Accountant for in excess of 20 years and remains the managing partner of the Western Australian based Goldfinch Black Public Accountants. The practice attends to the needs of a diverse range of small business clients from four locations in Perth and the Pilbara with extended services of financial planning, finance broking and real estate investments.

7. Resolution 7 - Placement

Resolution 7 seeks Shareholder approval for the allotment and issue of up to 80,000,000 Shares at an issue price of not less than $0.025 (together with not more han 1 free attaching Option for each Share issued exercisable at a price not less than $0.025 any time up 24 months from their date of issue) (Placement).

The effect of Resolution 7 will be to allow the Directors to issue the Shares (and grant the Options) pursuant to the Placement during the period of 3 months after the Annual General Meeting (or a longer period, if allowed by ASX), without using the Company's annual 15% placement capacity.

The following information is provided in relation to the Placement pursuant to and in accordance with Listing Rule 7.3c

• 1. the maximum number of Shares to be issued is 80,000,000 and the maximum number of Options to be issued is 80,000,000:
• 1. the Shares will be issued at a price not less than $0.025;
• 1. the Options shall be granted for nil consideration:
• 1. the Shares will rank equally with the Company's current issued Shares. The Options have the terms and conditions set out below:
• 1. the Shares and Options will be issued no later than three (3) months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date:
• 1. the Directors will determine to whom the Shares and Options will be issued but these persons will not be related parties of the Company:
• 1. The Company on the 4th August 2005 had announced to the market its intention to undertake a capital raising via a proposed rights issue. Subsequent to this, the Company announced that as a result of Genesis being in the process of reviewing a certain investment opportunity it was considered appropriate to delay this proposed capital raising. The reasoning behind this delay was that if a decision was made to proceed with the investment opportunity under review at that time, the Company's funding requirements may have changed and hence the terms, conditions and timing of the proposed rights issue or the nature of the capital raísing may also have changed.

As announced to the ASX on the 26th September 2005 Genesis Biomedical Limited received a requisition from members holding greater than 5% of the Company's ordinary shares requesting the company call a meeting of its members to consider the removal of two current GBL directors which is to be considered at the Annual General Meeting of the Company called by the attached Notice of Meeting.

In light of the requisition notice received (and described above), the Directors on the 21 October 2005 confirmed that they would not be proceeding with the previously announced rights issue as they considered it not prudent to proceed with such a capital raising until the management issues have been resolved.

The current Board of Genesis have resolved that notwithstanding the outcome's of the various resolutions being considered in relation to the re-election, appointment and/or removal of directors above, given the current commitments of the Company and the investment opportunities still being considered by the Board the Company has a need to raise new equity capital and therefore the Board thinks it prudent to seek shareholder approval in advance to undertake such a raising.

The Directors are seeking in Resolution 7 some flexibility in the pricing of the proposed capital raising by placing a floor on the price of $0.025 for the proposed capital raising and a cap on the number of accompanying options, if any, to be issued with every Share issued. The Directors will endeayour to raise capital on the most favourable terms available to the Company.

Any funds raised would be in part applied to existing working capital commitments and other previously announced projects the Company is currently working on and the Company would keep the market fully informed as to the purpose of any application of funds above and beyond this, if agreement was to be reached on any of the current medical device and associated opportunities currently being reviewed.

An indicative application of the proposed monies raised (assuming maximum subscription of $2,000,000) is set out below. Please note such an application of funds is indicative only and based upon applying certain assumptions that may change as a result of any change to management being considered by the resolutions above.

A B N 48 083 274 024

Indicative Application of Funds	Amount I
Cell Gen Development (assuming successful trial results)	$250,000
Manawatu Biotech Investments Project (budget assumes successful results	$740,000
from current development work)
Working Capital	$600,000
Costs of capital raising	$120,000
Costs associated with reviewing other related medical device opportunities.	$290,000
Total	$2,000,000

Terms and Conditions of Options

Each Option will entitle the holder to subscribe for one fully paid ordinary Share in the Company at a price no less than $0.025 on the following terms:

• 1. the Options shall expire at 5p.m. (Eastern Standard Time) on a date no earlier than 24 months from the date of issue (Expiry Date):
• 1. the amount payable on the exercise of the Options will be no less than $0.025 for each Option exercised:
• 1. an Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised;
• 1. the Options may be exercised wholly, or in part, by notice in writing to the Directors of the Company given prior to or on the Expiry Date. Any notice of exercise of an Option will be deemed to be dated as at the last day of the month on which the Company receives the notice:
• 1. an Option may be transferred at any time prior to the expiry date;
• 1. there are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new shares of capital offered to shareholders during the currency of the options. However, the Company will ensure that for the purposes of the proposed issue notice of the new issue will be given to Optionholders at least seven (7) Business Days before the record date. This will give Optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue:
• 1. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of the optionholder will be varied in accordance with the ASX Listing Rules; and
• 1. Options not exercised by the Expiry Date will automatically expire.

7. ENQUIRIES

Shareholders are invited to contact the Company Secretary on (02) 8916 6778 if they have any queries in respect of the matters set out in these documents.

A.B.N. 48 083 274 024

GLOSSARY

ASIC means Australian Securities and Investments Commission.

ASX means Australian Stock Exchange Limited.

A$ means Australian Dollars.

Board means the board of directors of the Company.

Company and Genesismeans Genesis Biomedical Limited (ABN 48 083 274 024).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying the Notice.

General Meeting means the meeting convened by the Notice.

Listing Rule means a Listing Rule of ASX.

Notice means the Notice of Meeting accompanying this Memorandum.

Option means an option for a Share, on the terms and conditions set out in the Explanatory Memorandum.

Schedule means a schedule of this Notice and Explanatory Memorandum.

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