SUREFIRE RESOURCES NL — Capital/Financing Update 2006

Feb 27, 2006

GENESIS BIOMEDICALE

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

TO: COMPANY ANNOUNCEMENTS OFFICE COMPANY: AUSTRALIAN STOCK EXCHANGE LIMITED FROM: RODGER JOHNSTON DATE: 28 FEBRUARY 2006 No. PAGES: 6 (INCLUDING THIS COVER PAGE)

GENESIS TO COMMERCIALISE COLLAGEN CELL REPLACEMENT CULTURING AND STORAGE TECHNOLOGY AND CORD BLOOD BANKING FACILITY

Genesis Biomedical Limited ("GBL") is pleased to announce that it has entered into a Heads of Agreement with Synergene Biotechnology Group, a Malta based biotechnology company specialising in gene research and Genetic Identification ("Synergene"); and Dr Marios Kambouris, PhD, FACMG, a medical and molecular geneticist ("DMK") to commercialise technologies and business ventures surrounding:

• Collagen Cell Replacement Technology ("CCR"); and
• Commercial Cryogenic Cord Blood Banking ("CBB").

The commercialization of the CCR and CBB technologies will involve the design and commissioning of a laboratory in mainland Greece to provide the required infrastructure and expertise to culture and store human skin cells for CCR and to provide a facility for cord blood banking processing and storage.

The commercial enterprise that will be established by this agreement will look to capitalise upon these emerging, yet rapidly growing markets, and leverage off established sales channels of the Synergene Biotechnology Group and Dr Marios Kambouris. These include medical product retailers, professionals and institutions throughout the European Union (EU) and Middle East.

Collagen Cell Replacement Therapy

CCR or collagen cell-auto transplantation, is an emerging alternative cosmetic procedure by which individuals can have facial "lines" (dermal ridges) or "wrinkles" in their skin reduced. Unlike alternative treatments, CCR is based on using a persons own naturally occurring collagen in the treatment of lines and wrinkles.

Collagen is a naturally occurring protein that constitutes one of the primary components of the dermis, or second laver of the skin. Collagen forms a network of fibres that provide the skin structure and support. The specialized cells in the skin responsible for forming collagen are known as fibroblasts.

The main cause of lines and wrinkles is depletion in the number of active collagen producing cells (skin fibroblast) in the dermis. CCR or collagen cell-auto transplantation involves the infusion back into the dermal matrix of new collagen forming cells that can "flatten out" lines and wrinkles.

CCR starts with a simple biopsy procedure to take a small (approx 3mm $X$ 7.5mm) piece of skin tissue from behind the ear. This skin tissue is sent to a laboratory (such as the Facility) where the collagen producing skin fibroblast is cultured and stimulated to divide to produce tens of millions of new collagen producing fibroblasts.

After a six week period the cells are sent back to the treating physician where the patient receives a series of therapeutic injections of the cells that have been cultured. Typically patients see a gradual improved appearance over a three to four week period. Unlike synthetic alternative treatments this therapy, by utilising a person's own collagen, can last for more than three years.

These cultured fibroblast cells are able to be stored and used in the future for a repeat procedure.

With the laboratory facility being established in Greece, the Company and its partners will initially target the Greek market, with subsequent expansion into surrounding European and Middle East markets intended.

According to research completed by Synergene Biotechnology Group there are in excess of 50,000 facial line and wrinkle cosmetic procedures performed in Greece each year. These represent an existing market to which to promote CCR - a natural alternative to existing cosmetic procedures.

Cord Blood and Cord Blood Banking

Cord blood is human blood extracted from the umbilical cord and/or the placenta which remains as a process of child birth. Cord blood is rich with stem cells, which are the building blocks of blood and immune systems in the human body.

Cord blood contains "haematopoietic stem cells" that can multiply and differentiate into specific cell types that can potentially be used in the treatment of similar diseases that bone marrow is used to treat, with potentially lower rejection rates. Cord blood has been successfully used in transplants as an alternative to bone marrow.

Cord blood can be used as part of the treatment therapy in certain illnesses such as leukemia and immune and genetic disorders. Of those families that bank their baby's cord blood most of these do so for potential future personal use should the individual contract one of these illnesses in later life.

Cord blood banking is simply the storage of this cord blood in specially designed facilities which are typically either "public" or "private" banks. Public Banks normally use the cord blood for either ongoing medical research relating to the use of stem cells or for general public access. Private Banks store the cord blood specifically

for potential future use by the individual (or related family use) whose cord blood is extracted.

Whilst there are currently numerous public and private cord blood banks operating throughout the western world, there exists many opportunities in developing European and Middle Eastern countries. It is these markets that the Company and its partners plan to concentrate on.

Typically private banks will charge an upfront fee for the collection and initial processing of the cord blood along with an ongoing annual storage fee. It is intended that the Facility will adopt such a model.

Similar to the CCR business model, commercialisation of the CBB technology will commence in Greece, where according to Synergene research there are approximately 103,000 births per annum. Each of these births represents a potential commercial opportunity for the CBB Technology.

Facility Partners

GBL will be working with Dr Marios Kambouris ("DMK"), PhD, FACMG and Synergene Biotechnology Group ("Synergene") to establish the laboratory facility and to initiate marketing and sales efforts initially in mainland Greece.

Synergene and DMK also have extensive networks of established sales channels throughout the EU and Middle East that will be utilised for the marketing of these new products.

Dr Marios Kambouris, PhD, FACM (www.kambouris.info)

Dr Kambouris is a Medical and Molecular Geneticist. He is Scientific Director and Chief Operating Officer, Geno-Type Biotechnology (Athens); and Associate Professor adjunct, Department of Genetics, Yale University School of Medicine (New Haven, CT, USA). Dr Kambouris is certified by the American Board of Medical Genetics in Clinical Molecular Genetics and Ph.D Medical Genetics. He has a PhD in Medical and Molecular Genetics, Indiana University School of Medicine (Indianapolis, USA); Post Doctoral fellowship in Clinical Molecular Genetics and Clinical Genetics, Henry Ford Hospital (Detroit, MI, USA); and has thirteen years post-doctoral experience in Genetics and Genomics.

Dr Kambouris has extensive experience and expertise in Biotechnology, both in scientific planning and business development. He was pintly responsible for the formulation of the scientific plan and for negotiating the formation of a Genomics company on behalf of the Research Center of King Faisal Hospital (Riyadh, Saudi Arabia) with British Aerospace (part of an offset program) and Merlin Ventures (a UK based Venture Capital Company).

Synergene Biotechnology Group (www.synergene.net)

Synergene is a biotechnology company with operations that include the provision of forensic services, genetic identification services and know-how, and research for target gene discovery.

Synergene operates from its corporate headquarters and laboratory in Malta. The Company is guided by an international panel of scientists and geneticists and is backed by a group of venture capitalists. Synergene obtained its international ISO 17025 accreditation in July 2005.

Synergene employs a team of highly skilled research scientists with experience in genetics, genomics, and molecular biology. All work is carried out using the latest DNA capillary sequencing equipment and technology.

Commercial Aspects

• 1. Genesis Biomedical Limited will incorporate GBL Greece as a wholly owned subsidiary, in Greece.
• 1. Synergene will assign all knowledge, rights and entitlements to any Cord Blood Bank ("CBB") technology to a joint venture (collaboration) ("JV") in Greece owned 80% by GBL Greece and 20% by Synergene;
• 1. DMK will assign all knowledge, rights and entitlements to any and all Collagen Cell Replacement ("CCR") technology to GBL Greece:

Consideration:

Synergene

1. GBL will acquire 80% of the issued capital of the JV by the payment of EUR $250,000 to Synergene upfront upon completion of the proposed transaction as well as committing to funding the ongoing working capital requirements of the JV business in direct proportion to their holding in the JV;

DMK

• 1. DMK agrees to assign all knowledge, rights and entitlements to any and all Collagen Cell Replacement ("CCR") technology to GBL Greece for the following:
• Upfront payment by GBL of AUD $50,000 to DMK ("or his nominee"); $(i)$ plus
• GBL agreeing to issue 4 million listed Options to DMK ("or his $(ii)$ nominee"). Each Option to have an exercise price of $0.03 and able to be exercised by November 2010; and

It is agreed that the JV will enter into a Royalty Agreement whereby DMK $(iii)$ ("or his nominee") will receive an ongoing royalty equal to 9% of all revenues generated by GBL Greece by virtue of using or applying the CCR technology.

Technical Director:

It is intended that DMK is to be retained by GBL in the role of Technical Director on the following headline terms:

• 1. DMK will be joint Managing Director of both the JV and GBL Greece and be responsible for the overall establishment, operation and running of both the CBB and CCR businesses:
• 1. DMK to enter into customary employment contract for a minimum period of two years including commensurate salary and benefits including;
  • $(i)$ Issue of Option Incentive Package comprising:
    • i. 1 million listed options exerciseable at $0.03 and expiring on 30 November 2010 with immediate vesting;
    • ii. 1 million unlisted options exerciseable at $\bar{\mathbf{S}}0.075$ and expiring 1 year from the grant date. These options will only yest upon the market capitalisation of GBL achieving $50 million;
    • iii. 1 million unlisted Options exerciseable at $0.15 and expiring 2 years from the grant date. These options will only vest upon the market capitalisation of GBL achieving $100 million;

Introduction Fees:

For the provision to Genesis of the opportunity and associated corporate services provided, the following has been proposed by the two introducing parties:

Corporate Admin Services Ptv Ltd

• Payment of $100,000 upon completion of the proposed $\ddot{\Omega}$ transaction:
• Issue of 20 million listed options exerciseable at $0.03 with an $(ii)$ expiry date of 30 November 2010 upon completion of the proposed transaction;

Monacan Nominees Pty Ltd

• Payment of $25,000 cash upon completion of the proposed $(i)$ transaction: and
• $(ii)$ The issue of 833,333 fully paid ordinary shares in the Company upon completion of the proposed transaction.

Conditions Precedent

Completion of the assignment of the CBB Technology to the Joint Venture Entity, and completion of the assignment of the CCR Technology to GBL Greece will be conditional upon the satisfaction of customary conditions precedent including:

• completion of due diligence by GBL on SDL and its CBB Technology $\tilde{H}$ and due diligence on DMK and his CCR technology, to the sole and absolute satisfaction of GBL;
• $(ii)$ GBL obtaining any required approvals from its shareholders and regulatory bodies to complete the transactions contemplated;
• $(iii)$ GBL and SDL agreeing and finalising a business plan for GBL Greece and the Joint Venture Entity;
• $(iv)$ DMK and GBL Greece entering into a royalty agreement in respect of the payment of the Royalty and an assignment agreement in respect of the CCR Technology:
• $(v)$ Synergene and the Joint Venture Entity entering into an assignment agreement in respect of the CBB Technology;
• GBL Greece and the Joint Venture Entity entering into an agreement to $(vi)$ share and use common capital equipment for the operation of their respective businesses: and
• $(vii)$ GBL Greece and Synergene entering into a shareholder's agreement setting out the administration and operation of the Joint Venture Entity on standard terms including reciprocal rights of first refusal and preemption. The shareholders agreement shall also provide that GBL Greece has full management rights in respect of the Joint Venture Entity.

Timeframe

Genesis and the Facility Partners expect to be able to move towards completing the transaction (including due diligence) within a 60 day time period.

Upon completion, Genesis and the Facility Partners will look to implement the agreed business plan including having a fully compliant Facility operational within a six to nine month time period.

The Directors are excited about this opportunity, particularly the possibility of being involved in an offering that has the potential to have a comparatively short "time to revenue streams".

The Directors will continue to keep the market informed as it progresses this transaction and if you require any further information please do not hesitate to contact Mr Rodger Johnston on (02) 8916 6778.