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SUREFIRE RESOURCES NL Capital/Financing Update 2005

Aug 3, 2005

65857_rns_2005-08-03_48b962c8-82a7-4822-822e-f523df606511.pdf

Capital/Financing Update

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GENESIS BIOMEDICALE

5th Floor, 52 Phillip St, SYDNEY 2000 Telephone 61-2-9252 7380 Facsimile 61-2-9252 8466

TO: COMPANY ANNOUNCEMENTS OFFICE COMPANY: AUSTRALIAN STOCK EXCHANGE LIMITED FROM: DR ROBERT GILMOUR $4th$ August 2005 DATE: No. PAGES: 2 (INCLUDING THIS COVER PAGE)

GENESIS ANNOUNCES DETAILS OF PROPOSED RIGHTS ISSUE FUND RAISING

As outlined in our announcement of the $18th$ July, the Board of Genesis has determined the most appropriate form and terms for a capital raising to enable the Company to raise the required monies to assist in the funding of its short to medium term strategic objectives.

The Board is pleased to announce that Genesis will be undertaking a nonrenounceable rights issue to raise approximately \$1,000,000 ("the Rights Issue").

Following are the proposed terms of the Rights Issue offer:

Rights Issue Basis: One (1) Rights Issue Share offered for every Three
(3) GBL shares held at record date, plus a free
attaching Rights Issue Option for every Rights Issue
Share subscribed for.
Total Rights Issue Shares: 28,850,001
Rights Issue offer Price: \$0.035
Total amount to raise (excl costs): \$1,009,750
Total Rights Issue Options: 28,850,001
Rights Issue Option exercise price: \$0.06
Rights Issue Option exercise period: 3 years from date of issue
Rights Issue Options listed: Yes
Shortfall The Directors will have the right to place any
shortfall Rights Issue Shares and Options at their
discretion

The funds raised from the Rights Issue will be used to fund the Company's activities including:

  • The recently announced MBIL transaction; $\ddot{\Omega}$
  • Continuing development in relation to CellGen; $(ii)$
  • Appointment and ongoing costs associated with GBL's proposed new $(iii)$ management and advisory committee including the appointment of a Chief Executive Officer, and
  • Other commercial opportunities and general working capital. $(iv)$

The Board confirms that each of the Directors have indicated they intend to take up their respective rights under the Rights Issue and subscribe for their Rights Issue entitlement

The Company is currently in discussions with parties in regard to potential underwriting of any Rights Issue shortfall, including the Directors potentially underwriting a portion of any shortfall, the Company will keep the market fully informed as these discussions progress.

The Company expects to have the completed Rights Issue documentation available to shareholders prior to the $31st$ August 2005.

The following represents the pro-forma capital structure of GBL assuming the Rights Issue (and any shortfall) is fully subscribed:

Pro-forma Structure
Current Issued Fully Paid Ordinary Shares
Proposed Rights Issue Shares
$1 \pm 1$ -3 No of
Securities
86,550,003
28,850,001
Option
Exercise
Price
Exercise
Period
Total Shares on Issue post Rights Issue
Proposed Rights Issued Options
Total Number of Securities on Issue
$1 \div 1$ 115,400,004
28,850,001
S. 0.06 3 years
post Rights Issue 144,250,005

Please feel free to contact the Company should you have any queries in relation to this announcement.