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SUREFIRE RESOURCES NL Board/Management Information 2005

Nov 20, 2005

65857_rns_2005-11-20_b2aac199-206f-4c18-92b4-8b5a34b7ca7a.pdf

Board/Management Information

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GENESIS BIOMEDICALE

5th Floor, 33 York St, SYDNEY NSW 2000 Telephone 61-2-8916 6778 Facsimile 61-2-8916 6732

17th November 2005

Dear Shareholder.

As you are aware Genesis Biomedical Limited ("Genesis" or "the Company") is holding its Annual General Meeting on the 28th November 2005. Two of the resolutions to be considered at this meeting are the removal of Dr R Gilmour and M A Knight as directors of the Company. These Resolutions have been put forward for your consideration as a result of the Company receiving notification under S249D of the Corporations Act by a group of shareholders ("Shareholder Group") who collectively represent greater than 5% of the issued capital of the Company, seeking the removal of these two directors from the Board.

The Board believes that this action initiated by the Shareholding Group is primarily a result of the Board deciding not to proceed solely with an investment opportunity put forward to the Company by certain members of this Shareholder group.

The current Board has unanimously resolved to provide this update on the strategy, activities and progress of the Company so shareholders are provided with further information on which to base their decision when considering these resolutions.

A new Board was formed less than 9 months ago to try and revive the fortunes of Genesis. The Board resolved to build a genuine business and not seek unlikely "quick fixes". In summary, the agreed strategy was to identify opportunities that we could develop using the collective skills of the Board including - intellectual property registration, science development and the provision of end marketing solutions via either trade sales, distribution partnerships, taking products directly to market or a combination of these.

Since the formation of the new Board we have:

    1. Created a real opportunity with Cellgen which is now in a commercial trial with a large medical group in California;
    1. Appointed a Strategic Advisory Board to assist the Company in appropriate matters when required;
    1. Acquired an option to purchase the New Zealand based company known as MBIL and have since developed its IP protection strategy and entered into a product development program which is essentially running on time and to budget to develop a commercial outcome;
    1. Identified a second major opportunity and had unanimously resolved to proceed with negotiations relating to this opportunity. These negotiations had to be ceased as a result of the disruption caused by the action taken by the Shareholder Group as referred to above:
    1. Reviewed in detail the investment opportunity put forward by the Shareholder Group and for a number of reasons resolved not to proceed with this opportunity on the terms presented to the Board:
    1. Developed a capital markets strategy which included the announcement of a proposed rights issue;
    1. Commenced a market communication program with key journalists, stock trokers and other parties. These various parties endorsed the Company strategy and the Company has until very recently received some positive PR: and
    1. Conducted a search for a CEO and resolved that in the interim the Company is best served by appointing a project leader for each major investment.

The impact of the action of the Shareholder Group referred to above by seeking the removal of the two directors has prevented the Company from:

    1. Moving ahead with negotiations in regard to the $2rd$ major commercial opportunity which the Board resolved unanimously to proceed with:
    1. Proceeding with the proposed Rights Issue to shareholders. The cancellation of the Rights Issue was considered prudent in light of the need to resolve these management issues:
    1. Continuing with the planned market communication strategy; and
    1. Building further momentum in the development of our current assets and the search for new opportunities.

The Board also wants to make it clear that we have on several occasions endeavored to engage the Shareholder Group to prevent the costly and disruptive nature of their activity.

The Board have offered and made themselves available for a more detailed review of the science and benefits associated with the proposal put forward by members of the Shareholder Group, however, several attempts to meet with the principals of the proposal have been cancelled.

The Board has repeatedly sought clarification on a number of matters in the proposal and further explanation on some of the key deliverables. This has not been forthcoming. The Company has even offered to add their nominee to the Board whilst the Company examines in further detail their proposal and seek to agree defined milestones that are to be achieved prior to the investment being undertaken by Genesis. This offer was not accepted.

The Company's offer to progress this proposal in a commercially disciplined and prudent way remains open.

All Board members have resolved that if it is considered to be in the interests of the Company then the two directors in question will stand down. In our collective view, this has not yet been established. We recommend that you consider all of the points outlined above when considering the resolutions to be voted on at the Annual General Meeting of the Company.

Yours Sincerely, GENESIS BIOMEDICAL LIMITED

On behalf of the Board of Directors Dr R Gilmour Chairma n