SUREFIRE RESOURCES NL — AGM Information 2008

Oct 23, 2008

GENESIS BIOMEDICAL LIMITED

ABN 48 083 274 024

NOTICE OF ANNUAL GENERAL MEETING including

EXPLANATORY STATEMENT and

PROXY FORM

DATE AND TIME OF MEETING

Tuesday 25th November 2008 at 9.30am WST

The Celtic Club 48 Ord Street West Perth WA 6005

Notice of Annual General Meeting and Explanatory Memorandum

Notice is hereby given that the Annual General Meeting of the Company will be held on Tuesday 25th November 2008 commencing at 9.30am (WST) at The Celtic Club 48 Ord Street West Perth WA 6005.

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 2008 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 2008 be adopted."

Short Explanation: In accordance with Section 250R(2) of the Corporations Act 2001, the Company is required to table the Remuneration Report, which is contained within the Directors Report in the Company's Annual Report, at the Annual General Meeting of the Company where it must be subject to a non binding shareholder vote.

Voting Exclusions: There are no voting exclusions.

Resolution 2 – Re-Election of Director (Mr Roger Smith)

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 Roger Smith retires by rotation and, being eligible, offers himself for re-election as a director of Genesis Biomedical Limited".

Short Explanation: Under paragraph 12.2 of the Company's Constitution, one third of the directors of the Company, excluding the Managing Director, must retire by rotation, and if eligible they may offer themselves for re-election.

Voting Exclusions: There are no voting exclusions.

Resolution 3 – Appointment of Director (Mr Gordon Sinclair Hatch)

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

"That Mr Gordon Hatch 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".

Short Explanation: The Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by this Constitution. Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Voting Exclusions: There are no voting exclusions.

DATED THIS 24th DAY OF OCTOBER 2008

BY ORDER OF THE BOARD

DAVID SEMMENS COMPANY SECRETARY

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 Tuesday, November 25, 2008 at 9.30am (WST). 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 is required by section 300A of the Corporations Act and is contained in the Directors' Report for the year ended 30 June 2008.

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 questions 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 Mr Roger Smith as Director

Appointed 21 February 2005, Mr Smith has many years experience in retail trade. He has held a number of proprietary company directorships and has been successful in the operation of a number of wholesale/retail businesses in Australia. During the past five years Mr Smith has been a non-executive director of Multi Channel Solutions Limited, an ASX listed Company.

Resolution 2 seeks to confirm the re-election of Mr Smith as a Director of the Company.

The Board supports the re-election of Mr Smith.

3. Resolution 3 – Appointment of Director

Re-appointment of Mr. Gordon Hatch as a Director

Mr Gordon Hatch 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 Biomedical Limited.

Mr Hatch brings to the Board in excess of 25 years of practical experience in management, commerce and mining associated with both local and overseas directorships of his own companies. In particular, he has been responsible for negotiating and introducing new systems to various industries with a broad range of clientele including publicly listed national companies and government.

He has represented Western Australia in trade missions to Indonesia and has had a strong link in Asia for the past 18 years through his business interests in both Singapore and the Philippines. He has a proven track record in contract negotiation which will add support to the Board, particularly in its endeavours to source company enhancing projects including resource based opportunities.

Resolution 3 seeks to confirm the appointment of Mr Hatch as a Director of the Company.

The Board supports the appointment of Mr Hatch.

5. Enquiries

Shareholders are invited to contact the Company Secretary on (08) 9381 6922 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

A$ means Australian Dollars.

Board means the board of directors of the Company.

Company and Genesis means 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.

Notice means the Notice of Meeting accompanying this Memorandum.

Schedule means a schedule of this Notice and Explanatory Memorandum.

A.B.N. 48 083 274 024

APPOINTMENT OF PROXY

I/We …………………………………………………………………………………………………………………………………………………

of …………………………………………………………………………………………………………………………………………………….

being a member/members of Genesis Biomedical Limited hereby appoint:

Write the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or failing the person named attending the meeting, or if no person is named, the Chairman of the meeting as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at a General Meeting of the Company to be held on Tuesday 25 November 2008 at 9.30 am WST and at any adjournment of that meeting.

IMPORTANT:

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on a Resolution, please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of these items and that votes cast by him, other than as a proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on these items and your votes will not be counted in computing the required majority if a poll is called on these Items. The Chairman intends to vote undirected proxies in favour of each Item.

Voting directions to your proxy – please mark "X" to indicate your directions

Resolution			For	Against	Abstain
1.	Adoption of Remuneration Report		[]	[]	[]
2.	Re-election of Mr Roger Smith		[]	[]	[]
3.	Appointment of Mr Gordon Hatch		[]	[]	[]
		Signed this ………………………………………… day of …………………………………. 2008.
Individual Securityholder 1		Securityholder 2		Securityholder 3
Individual/Sole Director		Director		Director/Company Secretary

This form must be signed by the securityholder. If a joint holding, both securityholders must sign. If signed by the securityholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the securityholder's constitution and the Corporations Act 2001 (Cwlth).

A.B.N. 48 083 274 024

Notes:

• 1. Voting Entitlements: For the purposes of the Corporations Act 2001, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the meeting. The snapshot date is the close of business on 23rd November 2008
• 1. To be effective, the proxy form must be received by the Company at its registered office, Level 1, 248 Hay Street, Subiaco, WA 6008, or received by facsimile on (08) 9381 6060 not less than forty-eight (48) hours before the time for holding the meeting.
• 1. A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
• 1. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
• 1. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
  • 2 directors of the company;
  • a director and a company secretary of the company; or
  • for a proprietary company that has a sole director who is also the sole company secretary that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

• 1. A proxy need not be a member of the Company.
• 1. Completion of a Proxy Form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.
• 1. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.