SUREFIRE RESOURCES NL — Capital/Financing Update 2006

Dec 14, 2006

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 177/96. Origin: Appendix 5. Amended 177/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Genesis Biomedical Limited

ABN

48 083 274 024

We (the entity) give ASX the following information.

Part 1 - All issues

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

$\mathbf{1}$ +Class of +securities issued or to be issued

Options (Unlisted)

• $\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the *securities 3 (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

5,100,000

See attached Schedule 'A'

+ See chapter 19 for defined terms.

4	Do the *securities rank equally in allrespects from the date of allotmentwith an existing "class of quoted*securities?	N/A
	If the additional securities do notrank equally, please state:the date from which they dowhichtheextenttotheyparticipate for the next dividend,theof(incase$\mathbf{a}$trust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
5	Issue price or consideration	Nil
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	Approval at Annual General MeetingοfShareholders for the issue of options to MrDonald Valentino.
7	Dates of entering *securities intouncertificated holdings or despatchof certificates	TBA
		Number	+ Class
8	Number†elass.o۴allandASX*securitiesquotedon(including the securities in clause2 if applicable)	166,650,00379,900,000	Ordinary30 November2009Options

+ See chapter 19 for defined terms.

		Number
o	Number and + class of all 10,500,00
	*securities not quoted on ASX
	(including the securities in clause $1,700,000$
	2 if applicable)

Number	+ Class
10,500,000	December201131
	Options
1,700,000	31 December2007
	Options
1,700,000	30 June 2009 Options
1,700,000	December201031
	Options

$101$ Dividend policy (in the case of a $\sqrt{\text{N/A}}$ trust, distribution policy) on theincreased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	securityholderapprovalIsrequired?
12	Is the issue renounceable or non-renounceable?
13	Ratio in which the *securities willbe offered
14	*Class of *securities to which theoffer relates
15	*Recorddatedetermineto.entitlements
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?
17	Policy for deciding entitlements inrelation to fractions
18	Names of countries in which theentity has *security holders whowill not be sent new issuedocuments
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations
20	Names of any underwriters

$\div$ See chapter 19 for defined terms.

Appendix 3B New issue announcement

21	Amount of any underwriting fee orcommission
22	Names of any brokers to the issue
23.	Fee or commission payable to thebroker to the issue
24	Amount of any handlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of *security holders
25	If the issue iscontingenton*security holders'approval,thedate of the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled
27.	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders
28.	Date rights trading will begin (ifapplicable)
29.	Date rights trading will end (ifapplicable)
30	How do "security holders sell theirin full throughentitlementsabroker?
31	How do *security holders sell partof their entitlements through abroker and accept for the balance?

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1 $\left( a\right)$
• $(b)$ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• If the "securities are "equity securities, the names of the 20 largest holders of the additional "securities, and the number and percentage of additional "securities held by those holders
• 36 If the *securities are *equity securities, a distribution schedule of the additional *securities 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

37

35

A copy of any trust deed for the additional *securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• 38 Number of securities for which *quotation is sought
• Class of *securities for which 39 quotation is sought
• 40 Do the "securities rank equally in all respects from the date of allotment with an existing "class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
• $41$ Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

Number	+Class

+ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{I}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the "securities on any conditions it decides.
• $\overline{2}$ 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 those "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 737, 738 or 1016F of the Corporations Act at the time that we request that the "securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, 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.

Sign here: ...................................... (Company Secretary)

Print name: David J Semmens

$= 1.4$

+ See chapter 19 for defined terms.

SCHEDULE 'A'

Table A: Option Terms & Conditions for the Issue of Options to Mr Don Valentino

OptionClass	ExpectedIssue Dated	VestingCondition	ExpirationDate	Number ofOptions tobe issued	ExercisePrice
Class A	Within 30days of 2006AGM	30 DayWeightedAverageTrading Priceof GenesisFully PaidOrdinaryShares onASX mustachieve aprice of $0.05for aconsecutive 5day period	31 December2007	1,700,000	$0.04
Class B	Within 30days of 2006AGM	30 DayWeightedAverageTrading Priceof GenesisFully PaidOrdinaryShares onASX mustachieve aprice of $0.06for aconsecutive 5day period	30 June 2009	1,700,000	$0.04

Class C	Within 30	30 Day	31 December	1,700,000	$0.04
	days of 2006	Weighted	2010
	AGM	Average
		Trading Price
		of Genesis
		Fully Paid
		Ordinary
		Shares on ASX
		must achieve a
		price of $0.08
		for a
		consecutive 5
		day period
Total				5,100,000

Other than set out above, the respective Class A, Class B and Class C Options have the further following terms and conditions:

• (1) the Options shall expire at 5p.m. (Eastern Standard Time) on the expiry dates specified above for each of Class A, Class B and Class C Options (Expiry Date);
• (2) the amount payable on the exercise of the Options is $0.04 for each Option exercised;
• (3) 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;
• (4) 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:
• (5) an Option may be transferred at any time prior to the expiry date;
• (6) 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:
• (7) 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
• (8) Options not exercised by the Expiry Date will automatically expire.