SUREFIRE RESOURCES NL — Share Issue/Capital Change 2005

Dec 21, 2005

GENESIS BIOMEDICA $\Box$

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: SHANE HARTWIG DATE: 22 DECEMBER 2005 9 (INCLUDING THIS COVER PAGE) No. PAGES:

APPENDIX 3B

In accordance with the Prospectus dated 20 December 2005 the attached Appendix 3B is seeking permission for the Securities to be issued pursuant to this Prospectus to be listed for official quotation by ASX.

The actual number of Securities to be officially quoted by ASX will be advised to the market once the Offer is completed on or about 15 February 2006.

+ See chapter 19 for defined terms.

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

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).

T	+ Class of + securities issued or to beissued	Fully Paid Ordinary Shares ("Shares"), Optionsto acquire Shares, the terms of which areoutlined in Appendix A ("Options")
$\overline{2}$	Number of $\pm$ securities issued or tobe issued (if known) or maximumnumber which may be issued	Maximum of 80,000,000 Shares and 80,000,000Options. Final numbers to be advised.
3	Principal terms of the *securities (eg.if options, exercise price and expirydate; if partly paid + securities, theamount outstanding and due datespayment; if + convertibleforsecurities, the conversion price anddates for conversion)	Refer Appendix A for terms and conditions ofOptions.

+ 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?	$Shares - Yes$Refer Appendix A for terms and conditions ofOptions
	If the additional securities do notrank equally, please state:the date from which they doextent towhich theytheparticipate for the next dividend,$(in -$thecaseofa.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	$0.03 for Sharesnil for Options
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	including:1.recent development work);$\overline{2}$ .potential continuingrelation to CellGen;3.capital; andanticipated costs of the Offer.4.as outlined in Prospectus lodged onDecember 2005.	The purpose of the Issue is to raise up to$2,400,000. The funds raised from the Issue willbe used to fund the Company's activitiespotential continuing development of theMBIL project (dependent on results ofdevelopment$\overline{m}$development of commercial opportunitiesfor the Company and general working20.
7	Dates of entering + securities intouncertificatedholdingsOFdespatch of certificates	To be advised
		Number	+ Class
8	Number and + class of all + securities	86,550,003	Ordinary
	quoted on ASX (including thesecurities in clause 2 if applicable)

+ See chapter 19 for defined terms.

• $\overline{9}$ Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)
• $10,$ Dividend policy trust, distributio increased capital

	Number	+ Class
S	Nil
Ć

(in the case of a $\mid N/A \rangle$
on policy) on the
l (interests)

Part 2 - Bonus issue or pro rata issue

$\mathbf{1}$	securityholderapprovalÍsrequired?	N/A
12	Is the issue renounceable or non-renounceable?	N/A
13	Ratio in which the *securities will beoffered	N/A
14	+ Class of + securities to which theoffer relates	N/A
15	+ Recorddeterminedatetoentitlements	N/A
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	N/A
17	Policy for deciding entitlements inrelation to fractions	N/A
18	Names of countries in which theentity has *security holders who willnot be sent new issue documents	N/A
	Note: Security holders must be told how theirentirlements are to be dealt with.
	Cross reference: rule 7.7.
19	ofClosingdateforreceiptacceptances or renunciations	N/A

+ See chapter 19 for defined terms.

20	Names of any underwriters	N/A
21	Amount of any underwriting fee orcommission	N/A
22.	Names of any brokers to the issue	N/A
23	Fee or commission payable to thebroker to the issue	N/A
24	Amount ofany handlingfeepayable to brokers who lodge	N/A
	acceptances or renunciations on
	behalf of + security holders
25.		N/A
	If the issue is contingent on*security holders' approval, the date
	of the meeting
26	Date entitlement and acceptanceform and prospectus or Product	N/A
	Disclosure Statement will be sent to
	persons entitled
27	If the entity has issued options, andthe terms entitle option holders to	N/A
	participate on exercise, the date on
	which notices will be sent to option
	holders
28	Date rights trading will begin (if N/A
	applicable)
29	Date rights trading will end (ifapplicable)	N/A
30	How do *security holders sell theirentitlements in full through a	N/A
	broker?
31	How do + security holders sell partof their entitlements through a	N/A
	broker and accept for the balance?

+ See chapter 19 for defined terms.

32	How do *security holders disposeof their entitlements (except by salethrough a broker)?	N/A
	+ Despatch date	N/A

Part 3 - Quotation of securities

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

-34	(tick one)	Type of securities
(a)		Securities described in Part 1
(b)		All other securitiesExample: restricted securities a the end of the escrowed period, partly paid securities that become fully paid, employeeincentive 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

-35	If the "securities are "equity securities, the names of the 20 largest holders of theadditional *securities, and the number and percentage of additional *securities held bythose 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	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	To be advised
39	for whichof + securitiesClass -quotation is sought	To be advised
40	Do the + securities rank equally in allrespects from the date of allotmentwith an existing + class of quoted*securities?	To be advised
	If the additional securities do notrank equally, please state:the date from which they dotheextent to which theyparticipate for the next dividend,the case(inοfatrust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestríction period	Lodgement of Prospectus dated 20 December2005 and the requirement to seek permissionwithin 7 days of the date of the Prospectus.
	(if issued upon conversion ofanother security, clearly identify thatother security)
42	Number and + class of all + securitiesquoted on ASX (including thesecurities in clause 38)	Number+ClassTo be advised

+ See chapter 19 for defined terms.

Ouotation agreement

• $\overline{\phantom{a}}$ *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. $\bullet$
  • 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 $\bullet$ 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.
• If we are a trust, we warrant that no person has the right to return the $\bullet$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim. action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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:	Shane Hartwig
	(Director/Company secretary)

Print name: .......Shane Hartwig....................................

______________________________________

+ See chapter 19 for defined terms.

Appendix A – Terms and Conditions of Options

Each Option will entitle the holder to subscribe for a Share in the Company on the following material terms:

• a. the Options are exercisable at any time up to and including 30 November 2010 (Expiry Date) by completing an option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the reaistered office of the Company;
• b. the exercise price of each Option is 3 cents (Exercise Price);
• c. the exercise of each Option will entitle the holder to one fully paid ordinary share in the capital of the Company;
• d. an Option does not confer the right to a change in exercise price or change in the number of underlying Shares over which the Option can be exercised:
• e. there are no participating rights or entitlements inherent in the Options and holder will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 business days after the issue is announced. This will give optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue;
• $f_{\perp}$ in the event of any re-organisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company, the Options will be re-organised in accordance with the Listing Rules;
• all Shares issued upon exercise of the Options will rank pari passu in all g. respects with the Company's then issued Shares. The Company will apply for quotation of the Options and all Shares issued upon exercise of the Options on ASX:
• h. If the Company makes a pro rata issue of securities, the exercise price of the Options will change in accordance with the formula set out in ASX Listing Rule 6.22.2;
• if the Company makes a bonus issue of securities, the number of i. Options will change in accordance with ASX Listing Rule 6.22.3; and
• subject to the Corporations Act, the Listing Rules and the Company's Ī. Constitution the Options are freely transferable upon their being listed for official quotation by ASX.

+ See chapter 19 for defined terms.