Deed of Sale of Share of Company

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Deed of Sale of Share of Company Powered By Docstoc
					R E V E N I R        L I M I T E D
         ABN 70 009 109 755

(To be renamed BONE MEDICAL LTD)


   Notice of General Meeting (white)

           Proxy Form (pink)

  Explanatory Memorandum (cream)

  Independent Expert's Report (yellow)

                  and

   Technical Expert‟s Report (green)


Date of Meeting: 2 August 2004

Place:           The Pagoda Function Centre
                 112 Melville Parade
                 Como, Western Australia
Time:            1.00 pm
                                           I N D E X
Letter to Shareholders

Notice of Meeting

Proxy Form

Explanatory Memorandum

Independent Expert's Report – PKF Corporate Advisory Services (WA) Pty Ltd

Technical Expert's Report – Aoris Nova Pty Ltd




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                                              Page 1
                        R E V E N I R               L I M I T E D

                              ABN 70 009 109 755


Dear Shareholder

Please find attached a notice of general meeting for Revenir Limited ("Revenir"). Essentially, this
general meeting has been convened to seek shareholder approval for Revenir to merge with British
based biopharmaceutical development company, Bone Limited ("Bone").

As you know Revenir has actively been searching for commercial opportunities to enhance
shareholder value. To this end, we have reviewed several potential opportunities and following an
intensive review, the Board has resolved to proceed with the acquisition of Bone, subject to several
conditions including shareholder approval.

The opportunity to merge with Bone, will allow the Company to take advantage of a significant
existing and rapidly growing market in the treatment of bone disease and in particular in osteoporosis
and arthritis. Bone brings with it a portfolio of exciting potential breakthrough treatments for bone
disease, some at advanced stages of development. Bone has also in-licensed platform technologies
that provide for potential future opportunities.

The products in Bone's portfolio address unmet needs in very large markets. For example, drugs that
treat osteoporosis sold in excess of US$5 billion in 2003, with some industry commentators expecting
it to double by 2006. Additionally products with an ability to reduce the levels one of the major
causes of inflammation in rheumatoid arthritis, namely the anti-TNF antibodies, sold over US$3.3
billion in 2003.

It is the Revenir board's view that the merger of Revenir and Bone will give all shareholders of the
merged entity the opportunity to participate in a life sciences company that has numerous prospective
breakthrough treatments and is led by a capable board and management team with proven success in
the life sciences industry.

We believe that the combined Revenir/Bone has an important and exciting future ahead of it and we
recommend you to approve the resolutions set out in this Notice of Meeting.


Yours sincerely




Chairman
Michael D Perrott




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                                                Page 2
                        R E V E N I R                         L I M I T E D
                                     ABN 70 009 109 755



                       NOTICE OF A GENERAL MEETING

NOTICE IS HEREBY GIVEN that a General Meeting of members of Revenir Limited ("Revenir"
or "Company") will be held at the Pagoda Function Centre, 112 Melville Parade, Como, Western
Australia on 2 August 2004 at 1.00 pm.

The accompanying Explanatory Memorandum, Proxy Form and Independent Expert's report provide
additional information relating to matters to be considered at the meeting, and form part of this Notice
of General Meeting ("Notice").

Certain terms and abbreviations used in this Notice of Meeting and the accompanying Explanatory
Memorandum have defined meanings which are explained in the accompanying Explanatory
Memorandum.


                                                    AGENDA

SPECIAL BUSINESS

1.      CONSOLIDATION OF CAPITAL

        To consider and if thought fit, to pass with or without amendment, the following resolution, as
        an ordinary resolution:

        "That, subject to Resolutions, 2, 3, 4, 5 and 6 being passed, pursuant to and in accordance
        with section 254H of the Corporations Act and Clause 13.1 of the Company’s Constitution
        and for all other purposes, with effect from settlement being effected pursuant to the Share
        Sale Deed, the then issued capital of the Company be consolidated on the basis that every four
        (4) fully paid ordinary shares in the capital of the Company be consolidated into one fully
        paid ordinary share and where the number of shares held by a member of the Company as a
        result of the consolidation effected by this Resolution includes any fraction of a share, those
        fractions be cancelled and extinguished."

2.      APPROVAL OF CHANGE OF ACTIVITIES

        To consider and if thought fit, to pass with or without amendment, the following resolution, as
        an ordinary resolution:

        "That, subject to Resolutions, 1, 3, 4, 5 and 6 being passed pursuant to and in accordance with
        Listing Rule 11.1, the Company approves the change in nature of the Company's activities
        from a services and investment company to a biopharmaceutical company."

         The Company will disregard any votes cast on Resolution 2 by a person who might obtain a benefit, except a
         benefit solely in the capacity of a security holder, if Resolution 2 is passed, and any associate of those persons.
         However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to
         vote, in accordance with the directions on the proxy form, or it is cast by a person chairing the meeting as proxy
         for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.




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3.     ACQUISITION OF BONE

       To consider and if thought fit, to pass with or without amendment, the following resolution as
       an ordinary resolution:

       "That, subject to Resolutions, 1, 2, 4, 5 and 6 being passed, pursuant to and in accordance
       with Listing Rules 7.1, 10.1 and 10.11, sections 208 and 611 item 7 of the Corporations Act
       and for all other purposes, and subject to the consolidation the subject of Resolution 1 taking
       effect, the Company:

               (a)     agrees to the execution by the Company of agreements whereby the Company
                       will:

                       (i)     acquire 24,000,000 fully paid ordinary shares and 4,000,000
                               preference shares in the capital of Bone Limited ("Bone") (being 80%
                               of the issued ordinary fully paid shares and 100% of the issued
                               preference shares in the capital of Bone) from the Bone Vendors;

                       (ii)    be granted the option to acquire the remaining 6,000,000 fully paid
                               ordinary shares in the capital of Bone from Proxima Concepts Limited
                               ("Proxima") and James Phillips ("Phillips"); and

                       (iii)   vary the terms of an agreement pursuant to which Bone has agreed to
                               grant 1,000,000 options in Bone to Bluewater Capital Limited,

                       as more particularly described in the Explanatory Memorandum
                       accompanying this Notice of Meeting and the performance by the Company of
                       its obligations under those agreements;

               (b)     approves and authorises the directors to allot and issue to the Bone Vendors,
                       in accordance with the agreement referred to in paragraph (a)(i) of this
                       Resolution, a total of:

                       (i)     34,000,000 fully paid ordinary shares in the capital of the Company
                               ("Share")at a deemed issue price of 60 cents per Share;

                       (ii)    one Class A Preference Share; and

                       (iii)   10,000,000 Class B Preference Shares;

               (c)     approves and authorises the directors to allot and issue to those Revenir
                       shareholders on the register of members immediately after the allotment and
                       issue of the 34,000,000 ordinary fully paid shares referred to in paragraph
                       (b)(i), 10,000,000 Class C Preference Shares;

               (d)     agrees to the acquisition by the Bone Vendors, by way of allotment referred to
                       in paragraph (b) of this Resolution, of up to 34,000,000 Shares;

               (e)     agrees to the acquisition by Proxima of 10,000,000 Shares on conversion of
                       the Class A Preference Share;

               (f)     agrees to the acquisition by the Revenir shareholders of 10,000,000 Shares on
                       conversion of 10,000,000 Class B Preference Shares;

               (g)     agrees to the acquisition by the Revenir shareholders of 10,000,000 shares on
                       the conversion of 10,000,000 Class C Preference Shares;

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                                               Page 4
                 (h)      approves and authorises the directors to allot and issue to Proxima and if
                          appropriate, Phillips in accordance with the agreement referred to in
                          paragraph (a)(ii) of this Resolution, a total of:

                          (i)       10,000,000 Shares at a deemed issue price of 60 cents per Share; and

                          (ii)      $5,000,000 in cash; and

                 (i)      approves and authorises the directors to allot and issue to Bluewater in
                          accordance with the agreement referred to in paragraph (a)(iii) of this
                          Resolution 1,000,000 options to subscribe for Shares to Bluewater,

                 in each case on the terms and conditions more particularly described in the
                 Explanatory Memorandum accompanying this Notice of Meeting."

         No votes can be cast on Resolution 3 by the Bone Vendors or Bluewater or any associates of those persons.


4.     AUTHORITY FOR PROSPECTUS ISSUE OF SECURITIES

       To consider, and if thought fit, pass the following resolution as an ordinary resolution:

       "That, subject to Resolutions, 1, 2, 3, 5 and 6 being passed, pursuant to and in accordance
       with Listing Rule 7.1 and all other purposes, and subject to the subject to the consolidation
       referred to in Resolution 1 taking effect, the Company approves and authorises the directors
       to allot and issue up to 4,200,000 fully paid ordinary shares in the capital of the Company at
       an issue price of $0.60 each, to be issued and allotted pursuant to a prospectus, to such
       persons as the directors in their absolute discretion may determine, and on the terms and
       conditions and in the manner set out in the Explanatory Memorandum accompanying this
       Notice."

         The Company will disregard any votes cast on this Resolution 4 by a person who may
         participate in the proposed issue, and any person who might obtain a benefit, except a
         benefit solely in the capacity of a holder or ordinary securities, if the resolution is passed, or
         any associate of those persons. However the Company need not disregard a vote if:

         (i)      it is cast by a person as a proxy for a person who is entitled to vote, in accordance
                  with the directions on the Proxy Form; or

         (ii)     it is cast by the person chairing the meeting as proxy for a person who is entitled to
                  vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.



5.     CHANGE OF COMPANY NAME

       To consider, and if thought fit, to pass with or without amendment, the following resolution as
       a special resolution:

       "That, subject to Resolutions 1, 2 3, 4 and 6 being passed, pursuant to and in accordance with
       Section 157 of the Corporations Act, the name of the Company be changed to "Bone Medical
       Ltd".

6.     APPROVAL OF PREFERENCE SHARE TERMS

       To consider, and if thought fit, pass the following resolution as a special resolution:

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                                                        Page 5
       "That, subject to the passage of Resolutions 1, 2 3, 4 and 5 being passed pursuant to and in
       accordance with section 254A(2) of the Corporations Act and for all other purposes, the terms
       of the Class A Preference Share set out in Annexure A the terms of the Class B Preference
       Share set out in Annexure B and the terms of the Class C Preference Share set out in Annexure
       C to the Explanatory Memorandum accompanying this Notice of Meeting are approved."

7.     RE-ELECTION OF MR R BASHAM

       To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

       "That Mr Basham , being a director of the Company who, was appointed subsequent to the
       last annual general meeting of the Company pursuant to Clause 21.6 of the Company’s
       Constitution being eligible, be re-elected as a director of the Company."

8.     RE-ELECTION OF MR R KESTEL

       To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

       "That Mr Kestel , being a director of the Company who, was appointed subsequent to the issue
       of the notice for last annual general meeting of the Company pursuant to Clause 21.6 of the
       Company’s Constitution being eligible, be re-elected as a director of the Company."

9.     ELECTION OF MR G TRAVERS

       To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

       "That subject to the passage of Resolutions 1, 2, 3, 4, 5 and 6 and the completion of the
       acquisition of the issued capital of Bone Limited, Mr Glen Travers being eligible and having
       consented to act be elected as a director of the Company."

10.    ELECTION OF DR J PHILLIPS AS A DIRECTOR

       To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

       "That subject to the passage of Resolutions 1, 2, 3, 4, 5 and 6 and the completion of the
       acquisition of the issued capital of Bone Limited, Dr James Phillips being eligible and having
       consented to act be elected as a director of the Company."

11.    ELECTION OF MR C BILKEY AS A DIRECTOR

       To consider, and if thought fit, to pass the following resolution as an ordinary resolution:

       "That subject to the passage of Resolutions 1, 2, 3, 4, 5 and 6 and the completion of the
       acquisition of the issued capital of Bone Limited, Mr Chris Bilkey being eligible and having
       consented to act be elected as a director of the Company."

12.    INCREASE OF DIRECTORS’ FEES

       To consider, and if thought fit, pass the following resolution as an ordinary resolution:

       "That the directors’ fees payable in aggregate to the non-executive directors of the Company
       be increased by $100,000 to $300,000 per annum in total."


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         The Company will disregard any votes cast on Resolution 12 by a director of the Company and any person
         associated with those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy
         for a person who is entitled to vote, in accordance with the directions on the proxy form, or if it is cast by a person
         chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy
         form to vote as the proxy decides.


13.    DIRECTORS' DEEDS OF INDEMNITY AND ACCESS

       To consider, and if thought fit, pass the following resolution as an ordinary resolution:

       "That pursuant to section 200B and 208 of the Corporations Act and for all other purposes the
       Company is authorised to:

       (a)       indemnify each director, during the period of directorship and after the cessation of
                 directorship, in respect of certain claims should any be made against that director
                 whilst acting in his or her capacity as a director of the Company;

       (b)       use its best endeavours to procure an insurance policy and pay the premiums of
                 insurance as assessed at market rates applicable from time to time for each such
                 director in respect of certain claims made against that director acting in his or her
                 capacity of a director of the Company (except to the extent such insurance cannot be
                 procured at a reasonable cost or is otherwise unavailable to the Company);

       (c)       ensure that an insurance policy for the director is at all times covered under an
                 insurance policy during the Insurance Run-Off Period, which will be on terms not
                 materially less favourable to each director than the terms of insurance applicable at
                 the date of termination of his or her directorship and to continue to pay those
                 premiums during that Insurance Run-Off Period (except to the extent such insurance
                 cannot be procured at a reasonable cost or is otherwise unavailable to the Company);
                 and

       (d)       provide each such director with access, upon the cessation for any reason of his or her
                 directorship and for a period of not less than 7 years following that cessation, to any
                 Company records which are either prepared or provided to the director during the
                 period of directorship,

       upon and subject to the terms and conditions as set out in the Explanatory Memorandum
       accompanying this Notice of Meeting."

         The Company will, in accordance with section 224 the Corporations Act disregard any votes cast on Resolution
         13 by Directors of the Company and any associates of Directors of the Company. However, the Company need
         not disregard a vote if it is cast by the Director or his associate as proxy appointed by writing that specifies how
         the proxy is to vote on Resolution 13 and it is not cast on behalf of a Director or his associate.


BY ORDER OF THE BOARD




Company Secretary
Dated: 25 June 2004
Niels J Kroyer


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                                                          Page 7
Voting Entitlement

For the purposes of regulation 7.11.37 of the Corporations Regulations, all Shares of the Company that
are quoted on the ASX at the end of day on 29 July 2004 shall, for the purposes of determining voting
entitlements at the General Meeting, be taken to be held by the persons registered as holding the
Shares at that time.

Proxies

A member entitled to attend and vote at the General Meeting of the Company may appoint a natural
person as the member's proxy to attend and vote for the member at that meeting. If the member is
entitled to cast 2 or more votes at the General Meeting the member may appoint not more than 2
proxies. Where the member appoints more than one proxy the member may specify the proportion or
number of votes each proxy is appointed to exercise. If such proportion or number of votes is not
specified each proxy may exercise half of the member's votes. A proxy may, but need not be, a
member of the Company.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is
signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form
(and the power of attorney or other authority) must be deposited at or received by facsimile
transmission at the registered office of the Company (Level 2, 129 Melville Parade, Como, Western
Australia, 6152, or by post to Locked Bag 4, Como, Western Australia, 6952 or Facsimile (08) 9474
2281 if faxed from within Australia or +618 9315 2233 if faxed from outside Australia) not less than
48 hours prior to the time of commencement of the General Meeting in the place where the General
Meeting is being convened.

For the convenience of members a Proxy Form is enclosed with this Notice of General Meeting.

Interdependent Resolutions

Resolutions 1, 2, 3, 4, 5 and 6 are interdependent and none of them will be given effect to unless all
those Resolutions are passed by the requisite majority.




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                                                Page 8
                                         REVENIR LIMITED
                                                    ABN 70 009 109 755

                                                  PROXY FORM


The Company Secretary
Revenir Limited

By delivery:                                     By post:                   By facsimile:
Level 2, Troika House                            Locked Bag 4               +61 8 9474 2281
129 Melville Parade                              Como WA 6952
COMO WA 6152

I/We 1_______________________________________________________________________________________
of _____________________________________________________________________________________ being a
member/members of Revenir Limited and entitled to ___________________________________________________
votes in the Company, hereby appoint 2 _____________________________________________________________
or failing him the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the General Meeting
of the Company to be held at the Pagoda Function Centre, 112 Melville Parade, Como, Western Australia on 2 August
2004, at 1.00 pm and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he
thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [
 ]% of the member‟s votes*/ [            ] of the member‟s votes. (An additional Proxy Form will be supplied by the
Company, on request).

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the resolutions referred to in the notice convening the General Meeting, as follows:

If you do not wish to direct your proxy how to vote, please place a mark in each of the boxes under the heading
"Chair". The Chair will be voting for the resolutions. By marking these boxes, you acknowledge that the Chair may
exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as
proxy holder will be disregarded because of that interest.
                                                                        For Against         Abstain     Chair
Resolution 1       Consolidation of share capital

Resolution 2       Approval of Change in Activities

Resolution 3       Acquisition of Bone

Resolution 4       Placement of Securities

Resolution 5       Change of Company Name

Resolution 6       Approval of Preference Share Terms

Resolution 7       Re-election of R Basham

Resolution 8       Re-election of R Kestel

Resolution 9       Election of Mr G Travers

Resolution 10      Election of Dr J Phillips

Resolution 11      Election of Mr C Bilkey

Resolution 12      Increase of Directors‟ fees

Resolution 13      Directors‟ Deeds of Indemnity and Access




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Authorised signature/s      This section must be signed in accordance with the instructions overleaf to enable your
voting instructions to be implemented.
Individual or Shareholder 1                     Shareholder 2                               Shareholder 3


Sole Director and                               Director                                    Director/Company Secretary
Sole Company Secretary
_________________________                     _______________________                      ___________________
Contact Name                                  Contact Daytime Telephone                    Date
1                                                  2
  Insert name and address of shareholder             Insert name and address of proxy         *Omit if not applicable


Proxy Notes:

A member entitled to attend and vote at the General Meeting of the Company may appoint a natural person as the
member's proxy to attend and vote for the member at that meeting. If the member is entitled to cast 2 or more votes at
the General Meeting the member may appoint not more than 2 proxies. Where the member appoints more than one
proxy the member may specify the proportion or number of votes each proxy is appointed to exercise. If such
proportion or number of votes is not specified each proxy may exercise half of the member's votes. A proxy may, but
need not be, a member of the Company.

You must sign this form as follows in the spaces provided:

Joint Holding:                where the holding is in more than one name all of the holders must sign.

Power of Attorney:            if signed under a Power of Attorney, you must have already lodged it with the registry, or
                              alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form
                              when you return it.

Companies:                    a Director can sign jointly with another Director or a Company Secretary. A sole Director
                              who is also a sole Company Secretary can also sign. Please indicate the office held by
                              signing in the appropriate space.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of
Representative" should be produced prior to admission. A form of the certificate may be obtained from the
Company‟s Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or
facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other
authority) must be deposited at or received by facsimile transmission at the registered office of the Company (Level 2,
Troika House, 129 Melville Parade, Como, Western Australia, 6152, or by post to Locked Bag 4, Como, Western
Australia, 6952 or Facsimile (08) 9474 2281 if faxed from within Australia or +618 9474 2281 if faxed from outside
Australia) not less than 48 hours prior to the time of commencement of the General Meeting in the place where the
General Meeting is being convened.




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                         REVENIR LIMITED
                                       ABN 70 009 109 755


                        EXPLANATORY MEMORANDUM



1.     INTRODUCTION

       This Explanatory Memorandum has been prepared for the information of members in Revenir
       Limited ("Revenir" or "Company") in connection with the business to be conducted at the
       General Meeting of members to be held at the Pagoda Function Centre, 112 Melville Parade,
       Como, Western Australia, on 2 August 2004 at 1.00 pm ("Meeting").

       This Explanatory Memorandum should be read in conjunction with the accompanying Notice
       of Meeting.

       This Explanatory Memorandum deals with the following matters to be considered at the
       Meeting:

          The consolidation of the Company‟s share capital on the basis that every four Shares on
           issue at the time settlement under the Share Sale Deed be consolidated into one Share
           (Resolution 1);
          The change of activities of the Company to a life science company (Resolution 2);
          Acquisition of 80% of the ordinary fully paid shares and all the preference share capital in
           Bone (Resolution 3);
          Placement of up to 4,200,000 Shares at $0.60 each (Resolution 4);
          Change of the Company‟s name to Bone Medical Limited (Resolution 5);
          Approval of Preference Shares Terms (Resolution 6);
          Re-election of Mr R Basham as a director (Resolution 7);
          Re-election of Mr R Kestel as a director (Resolution 8);
          Election of Mr G Travers as a director (Resolution 9);
          Election of Dr J Phillips as a director (Resolution 10);
          Election of Mr C Bilkey as a director (Resolution 11);
          Increase directors‟ fees (Resolution 12); and
          Provide the Company with the authority to enter into Deeds of Indemnity and Access with
           each Director (Resolution 13).

       An Independent Expert's Report prepared by PKF comments on whether the transaction the
       subject of Resolutions 3 is fair and reasonable to the non-associated shareholders of Revenir
       and has been prepared to comply with the requirements of Listing Rule 10.11, section 611
       Item 7 of the Corporations Act and ASIC Policy Statements 74 and 75.

       Shareholders should note that PKF has concluded that the transaction the subject of
       Resolutions 3 is fair and reasonable to the non-associated shareholders of Revenir.

2.     BRIEF HISTORY

       Revenir was incorporated in Australia on 21 September 1984 originally under the name
       Aerodata Holdings Limited and on 30 July 2001 the Company's name became Aliquot Asset
       Management Limited. On 12 January 2004, the Company approved the sale of its property



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       management subsidiary, Aliquot Property Management Pty Ltd, and approved the change of
       the Company's name to Revenir. Since that time Revenir has continued its internet technology
       and related software systems business, whilst searching for other commercial opportunities to
       enhance shareholder value.

       Revenir has entered into two agreements with the shareholders of Bone, a Jersey based
       biopharmaceutical company that has interests in prospective break through treatments for
       musculo skeletal degeneration and disease, to acquire an 80% interest in Bone

       Further details of the agreements with Bone's shareholders are outlined in Section 4.

       Upon the completion of the acquisition of an 80% interest in Bone, Revenir will become a
       biopharmaceutical science company with not only numerous prospective breakthrough
       treatments, but more importantly, a Board and management team with proven success in the
       biopharmaceutical industry that is able to develop Revenir‟s business model referred to in
       Section 5.

3.     INDICATIVE TIMETABLE

       Set out below is an indicative timetable relating to the Acquisitions. All times are times in
       Perth, Western Australia (WST).

        Event                                                                Date

        Announcement of Bone Transaction                                                 2 June 2004

        Dispatch of Notice of Meeting seeking approval for Bone                         30 June 2004
        Transaction

        Lodgement of Prospectus with the ASIC                                             1 July 2004

        Suspension of Revenir's securities from trading on ASX at the                  2 August 2004
        opening of trading

        General Meeting to approve Bone Transaction                                    2 August 2004

        Closing Date of Offer under the Prospectus                                     3 August 2004

        Anticipated date the suspension of trading is lifted and the                 10 August 2004
        merged entity is re-listed on ASX




4.     SUMMARY OF THE TRANSACTION

       Summary of the Agreements

       The principal features of the proposed transactions are as follows:

                (a)    the Company will acquire 80% of the ordinary fully paid shares and all the
                       preference shares in the issued capital of Bone, in consideration for the issue
                       and allotment of (following a 1 for 4 consolidation taking effect):




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                      (i)     34,000,000 Shares at a deemed issue price of 60 cents per Share to the
                              Bone Vendors;

                      (ii)    1 Class A Preference Share which on conversion will result in the
                              issue of a further 10,000,000 Shares to Proxima; and

                      (iii)   10,000,000 Class B Preference Share which on conversion will result
                              in the issue of a further 10,000,000 Shares to the Bone Vendors;

              (b)     the Company has been granted an option by Proxima and to the extent he may
                      obtain an interest in Bone shares, Phillips to acquire the remaining 20% of the
                      issued capital of Bone, which if exercised will require the Company to:

                      (i)     issue to Proxima and to the extent he may obtain an interest in Bone
                              shares, Phillips a further 10,000,000 shares; and

                      (ii)    pay to Proxima and to the extent he may obtain an interest in Bone
                              shares, Phillips the sum of $5,000,000;

              (c)     following the issue and allotment of the 34,000,000 Shares, the issue and
                      allotment to Revenir shareholders of 10,000,000 Class C Preference Shares
                      which on conversion, will result in the issue of a further 10,000,000 Shares;

              (d)     in addition to the acquisition referred to in paragraph (a), Revenir will grant
                      1,000,000 Options to Bluewater in consideration for Bluewater not taking up
                      the options in Bone which, subject to the fulfilment of a condition would
                      otherwise issue to Bluewater;

              (e)     the conditions precedent in the agreement referred to in paragraph (a) include:

                      (i)     the shareholders of Revenir approving in general meeting the
                              transaction and the issue of Shares forming the consideration pursuant
                              Listing Rules 7.1, 10.1, 10.11 and 11.2 and sections 208, 254H and
                              611 Item 7 of the Corporations Act;

                      (ii)    Revenir obtaining any other shareholder approvals that may be
                              required;

                      (iii)   Revenir raising a minimum of $1,500,000;

                      (iv)    ASX providing Revenir with a list of conditions which, when
                              satisfied, will result in ASX lifting the suspension on the listed shares
                              of Revenir;

                      (v)     the Foreign Investment Review Board not objecting to the proposed
                              transaction; and

                      (vi)    all Bone shareholders signing the Share Sale Deed; and

              (f)     the Company solely funding Bone to enable Bone to develop and exploit its
                      intellectual property and such funding is not to result in either a reduction of
                      either Proxima's equity in Bone or Bone's profits or the distribution of Bone's
                      profits to Proxima.

       The ASX may determine that the securities being issued pursuant to the transaction will be
       classified as restricted securities for the purposes of the Listing Rules.


21125900-46c1-4496-8ab3-dab71b06821e.doc         3
       Name Change

       Revenir will change its name to Bone Medical Limited, reflecting its new change of direction.

       Consolidation

       The Company will consolidate its existing share capital on a one for four basis.

       Capital Raising

       Revenir will be required to raise capital for the purposes of achieving its business objectives.
       Following the proposed consolidation taking effect, the Directors intend to issue up to
       4,200,000 Shares at an issue price of $0.60 each to raise up to $2,520,000.

5.     BONE LIMITED

       Details of Bone Limited

       Bone Limited was formed on 13 December 2002 in Jersey. It was incorporated for the
       purpose of focusing on breakthrough treatments for musculo–skeletal degeneration and
       disease.

       Business Model

       It is proposed that Revenir and Bone will:

              Focus on advancing projects in the development phase where most value can be added
               for shareholders;

              Outsourcing research for future product development opportunities;

              Minimisation of organisational overheads while maximizing global reach;

              Combine in-house development with academic collaborations to enhance success;

              Commitment to good corporate governance and scientific practices;

              Out-licence products selectively in development;

              Reserve certain co-promotional rights were appropriate to build a future specialist
               sales capability; and

              Use the Global Capital markets to finance progress.

       Lead Projects

       Bone has a portfolio of biopharmaceutical development projects for the treatment of bone
       disease (see summary table below)

        Oral Calcitonin               Current global market for injectable & nasal calcitonin is
                                       US$700 million per annum.
        BN002
                                      Phase 1-2a human study ongoing in the UK. Pre-clinical
                                       studies successfully concluded using large animal models.



21125900-46c1-4496-8ab3-dab71b06821e.doc            4
                                      Non-NCE (New Chemical Entity) project.

        Oral Parathyroid             Injectable PTH is forecast to reach US$450 million annual
        Hormone   (PTH)               sales by 2007.
        BN003
                                     Three pre-clinical studies have been completed by a major
                                      global pharmaceutical company. A toxicology study has
                                      been planned for completion in Australia.

        TNF   Regulators             Current market for injectable or infusion anti-TNF products
        BN006                         .US$3.3 billion per annum.

                                     Pre-clinical plans are being prepared in collaboration with a
                                      world-renowned rheumatology group.

        Bone        Cell             Current sales of anti-resorptive bisphosphonates . US$3.85
        Regulators                    billion per annum.
        BN005/BN008
                                     Drug discovery phase. Further work in collaboration with a
                                      renowned Australian arthiritis group is in planning to
                                      commence later in 2004.

        Joint Protection &           Arthritis is one of the most common medical problems in the
        Collagen Tolerance            word and the number one cause of disability in the USA.
        Programme BN006
                                     Drug discovery phase. An academic alliance partner is being
                                      selected and negotiations are ongoing. Secondary pre-clinic
                                      work si due to commence in 2004.


       This portfolio approach reduces overall investment risk insofar as some are more advanced in
       the product development cycle than others. Bone has a strong project pipeline that should
       enable on-going development of innovative pharmaceutical products. Significantly, the
       company is not totally reliant on the success of any one particular project.

       Oral Calcitonin BN002

       Calcitonin is a natural hormone that has been used to treat bone diseases including
       osteoporosis (by injection) for over 25 years. In the last few years a nasal spray format has
       also been made available. Oral calcitonin might replace injected, and challenge nasal delivery
       of calcitonin (currently on market selling >US$700 million per annum), and expand market
       through greater patient acceptance of taking a tablet.

       BN002 has undergone extensive pre-clinical testing in multiple pig studies and in a primate
       study undertaken by a leading pharmaceutical company. The studies have confirmed that the
       formulation BN002 can deliver calcitonin into the bloodstream of the animals tested.

       BN002 has now embarked on its clinical development in humans, with a bridging Phase 1-2a
       study ongoing in the UK. Initial patient participation has finished and the measurement of
       samples and analysis of data arising from the study and a draft study report are anticipated to
       be ready by mid-year.

       Most importantly, BN002 contains no new chemical entities meaning the development
       program for registration may be abridged if a bio-equivalence registration pathway is accepted
       by regulatory authorities.


21125900-46c1-4496-8ab3-dab71b06821e.doc         5
       Oral Parathyroid Hormone BN003

       Parathyroid hormone (PTH) is one of the principle controlling agents for the maintenance of
       normal calcium levels in the blood. Oral PTH could replace injected PTH (currently on the
       market for 1 year; predicted to sell >US$450 million per annum by 2007), and expand the
       market through greater patient acceptance. As with BN002, BN003 contains no new chemical
       entities, opening the way for a potential abridged bioequivalence registration pathway. BN003
       is complementary to calcitonin.

       Two pre-clinical studies using BN003 have been completed by a major global pharmaceutical
       company. These studies showed that the formulation BN003 can deliver PTH into the
       bloodstream of the animals tested and resulted in increased blood calcium levels. A third
       study in primates has commenced with the same global pharmaceutical company. A
       toxicology study has been planned and at present is scheduled for completion in Australia.

       Combination Product BN004

       Bone is developing a combination product to stimulate bone building while at the same time
       reducing its resorption. Full development is not expected to commence until further pre-
       clinical proof of concept work has been completed.

       Mozaic Bone Cell Regulators BN005/BN008

       The development programme for BN005 has commenced on regulation of osteoblasts
       (involved in bone formation) and has shown the ability to up and down regulate the activity of
       these bone cells. Early studies have shown the mobilisation of the fatty acid pool in
       osteoblasts, which is indicative of the triggering of cell signalling pathways leading to
       activation.

       Work on BN008 is expected to commence in the second half of 2004 in collaboration with a
       renowned Australian arthritis group.

       Mozaic TNF Regulators BN006

       TNF is implicated as a major element of inflammatory diseases and the use of antibodies to
       reduce the level of TNF are already employed to treat rheumatoid arthritis (combined 2003
       sales of US$3.3 billion). Bone studies may produce several new compounds that change the
       way cells work or correct malfunctions of TNF production.

       BN006 is being prepared for testing in collaboration with a world-renowned rheumatology
       group on blood derived from patients with rheumatoid arthritis. As this test is being
       undertaken, it is planned to move the therapy into initial efficacy tests in animals and to start
       work to test the product safety characteristics (also in animals) most likely with a leading
       Australian institution.

       Joint Protection & Collagen Tolerance Programme BN007

       Rheumatoid arthritis is believed to be an autoimmune disease, meaning that the body turns on
       itself, producing antibodies that attack normal tissues. In rheumatoid arthritis, one target of
       attack is a protein called type II collagen (T2C), normally abundant in cartilage. Collaborative
       research may produce several new compounds based on collagen and cartilage, which may
       prevent degeneration and possibly regenerate joint linings.

       An academic alliance partner is being selected and negotiations are ongoing. Secondary pre-
       clinical work is due to commence in 2004.



21125900-46c1-4496-8ab3-dab71b06821e.doc          6
       Impact of Major Bone Diseases

       The World Health Organisation has declared this the “Bone & Joint” decade, in recognition of
       this global health problem and to raise awareness of the significant impact from bone and joint
       disorders on society, the healthcare system and the individual.. Bone disease is already a huge
       global problem, affecting both males and females with the costs to healthcare providers
       escalating faster than global health systems can cope.

       This problem is growing so significantly because as the „baby boomers‟ age and as humans
       live longer they are subject to more degenerative problems in their bones. Most significantly
       it is estimated that over the course of the next 25 years the population ages 65 and above will
       more than double worldwide.

       Currently the estimated population of people suffering osteoporosis is in excess of 100
       million, with an estimated annual cost of drug expenditure totaling US$8.9 billion.
       Additionally, in excess of 300 million people suffer from rheumatoid and osteo- arthritis at an
       estimated annual drug expenditure of US$17.2 billion.

       By 2020 it is estimated that 20% of the US population (60 million Americans) will have
       arthritis. There are an estimated 103 million people with arthritis and rheumatism across
       Europe, about 14% of the population. In 2000, arthritis costs in Australia were estimated to
       total almost $9 billion ($2.2 billion in direct costs and $6.7 billion in indirect costs).

       Musculoskeletal Disease

       The principal functions of the skeleton are mechanical support, maintenance of normal
       calcium levels (homeostasis) and creation of red blood cells (haematopoiesis) in the bone
       marrow. Bones are extremely dense connective tissues that make up the skeleton. Although
       one of the hardest structures in the body, bone maintains a degree of elasticity owing to its
       structure and composition.

       The principal cells in bone are the osteoclasts and osteoblasts. Osteoclasts are the cells
       responsible for the normal breakdown of bone (resorption), while osteoblasts are responsible
       for bone formation. Bone is continually undergoing renewal called remodelling. Most bone
       turnover occurs on bone surfaces, with the rate of remodelling differing dependent on
       locations according to physical loading, proximity to a joint or the presence of a suitable blood
       supply. In the normal adult skeleton, new bone laid down by osteoblasts exactly matches
       osteoclastic bone resorption.

       Osteoporosis

       Unfortunately bone‟s structure and composition can be disturbed in a variety of conditions
       encompassed by the general term, metabolic bone disease. Osteoporosis is the most common
       metabolic bone disease. Osteoporosis is characterized by an imbalance in remodelling – a
       relative increase in resorption that is not matched by a concomitant increase in formation. The
       bone matrix is normally mineralized but there is simply less bone. This contributes to
       markedly decreased bone strength and leads to an increased risk of fracture, especially in the
       spine and hip. Osteoporosis is already an important public health problem in all developed
       countries and is becoming one in most developing countries.

       Osteoporosis means skeletal fragility. Hip fractures are the most important type of
       osteoporotic fracture, both in terms of direct health costs and social effects on the patient.

       Arthritis




21125900-46c1-4496-8ab3-dab71b06821e.doc          7
       Arthritis is one of the most common medical problems in the world and the number one cause
       of disability in the USA. The word arthritis is a blend of the Greek words “arthron” for joint
       and “itis”, for inflammation, literally meaning "joint inflammation”.

       Rheumatoid arthritis (RA) affects around 2-3% of the population, but more frequently in
       women. RA is an inflammatory condition, whose exact cause is unknown. It is believed
       however to be caused by the body‟s immune system attacking the tissue that lines the joints.
       RA is multifactorial in origin (genetic, hormonal, environmental and other factors), with
       contributing factors including hormones, race, diet, trauma, and „triggering agents‟ (most
       likely bacteria or virus). Climatic conditions can exacerbate discomfort.

       Osteoarthritis (OA) is the most common form of arthritis, affecting around 5-10% of the total
       population. OA is most common in women and adults over age 45. It develops when the
       smooth covering over bones in the joints (articular cartilage) starts to break down. This can
       occur as a result of trauma, aging or failure of joint repair and maintenance mechanisms.
       Degradation of the cartilage can be associated with underlying bone damage, thickening and
       bone-on-bone friction.

       There is no single cause for OA, with identified risk factors including: being overweight,
       advancing age, low socio-economic status, hereditary factors, chronic stress across joints or
       joint trauma (such as in sports injuries) and other metabolic or inflammatory disorders.

       Burden of Disease

       Osteoporosis

       A new International Osteoporosis Foundation (IOF) report, “Osteoporosis in the Workplace:
       The Social, Economic and Human Costs of Osteoporosis on Employees, Employers and
       Governments” estimates that the annual direct cost of treating osteoporosis fractures of people
       in the workplace in the USA, Canada and Europe alone is approximately US$48 billion.

       The report notes that:

          the worldwide cost burden of Osteoporosis (for all ages) is forecast to increase to
           US$131.5 billion by 2050;

          only one in two vertebral fractures is diagnosed by a physician; and

          less than 10% to 20% of all osteoporosis patients receive timely treatment.

       The following statistics on the incidence, demographics and economic cost of Osteoporosis
       are taken from the IOF:

          worldwide, lifetime risk for osteoporotic fractures in women is at least 30% and probably
           closer to 40%. In men, the risk is 13%;

          worldwide, the number of hip fractures could rise from 1.7 million in 1990 to 6.3 million
           by 2050. The most dramatic increase is expected to be in Asia during the next decades;

          Osteoporosis is second only to cardiovascular disease as a leading health care problem,
           according to the World Health Organisation (WHO);

          Osteoporosis afflicts an estimated one-third of women aged 60 to 70, and two-thirds of
           women aged 80 or older; approximately 200 million women worldwide suffer from
           Osteoporosis; and


21125900-46c1-4496-8ab3-dab71b06821e.doc         8
           incidence of osteoporotic fractures likely to double during next half-century.

       Arthritis

           40% of people over the age of 70 years suffer from osteoarthritis of the knee.
           80% of patients with osteoarthritis have some degree of limitation of movement, and 25%
            cannot perform their major daily activities of life.
           Rheumatoid arthritis leads to work disability (total cessation of employment) within a
            decade of its onset, in between 51% and 59% of patients.
           The WHO Scientific Group estimate that the prevalence of rheumatoid arthritis in most
            industrialized countries varies between 0.3% and 1%.
           43 million people, or 18.4% of the population in the US have some form of arthritis and it
            is the most common cause of long term disability in the US.
           By 2020 it is estimated that 20% of the population (60 million Americans) will have
            arthritis.
           The disease was estimated to cost USD65 billion annually in 1992 dollars, with USD15
            billion in direct costs and USD50 billion in indirect costs.
           There are an estimated 103 million people with arthritis and rheumatism across Europe,
            about 14% of the population. Almost half are below the age of retirement, but many retire
            early on account of ill-health or disability.
           In 2000, arthritis costs in Australia were estimated to total almost AUD9 billion (AUD2.2
            billion in direct costs and AUD6.7 billion in indirect costs).

       Current Treatment Paradigm

       Measurement of bone mineral density is the best method for confirming the diagnosis of
       osteoporosis and is commonly used for monitoring the response to therapy. Bone density is
       usually measured at two sites, most commonly the spine and hip, using the technique of dual
       energy X-ray absorptiometry (DEXA) of bone density and structure. Spinal X-rays may be
       appropriate to examine for vertebral wedge or compression fractures. These fractures may be
       associated with pain but often occur silently and result in height loss and increased curvature
       of the spine (kyphosis).

       Treatment of osteoporosis is aimed at preventing further fractures. It is important to select
       treatment individually for each patient. Treatment with calcium, vitamin D metabolites,
       oestrogen, selective oestrogen receptor modulators, bisphosphonates or calcitonin may be
       considered.

       Osteoporosis

       Calcium

       Calcium is weakly anti-resorptive (i.e. a weak inhibitor of bone resorption) and
       supplementation may reduce negative calcium balance and so reduce bone resorption,
       particularly in older age. Controlled trials have demonstrated calcium supplementation can
       prevent bone loss in postmenopausal women and this has been associated with a modest
       reduction in fracture risk in longer-term studies. Unfortunately many elderly patients find it
       difficult to ingest calcium supplements.

       Vitamin D



21125900-46c1-4496-8ab3-dab71b06821e.doc          9
       Vitamin D supplementation is recommended in institutionalised or house-bound elderly
       subjects who are often vitamin D deficient. Active vitamin D metabolites may be appropriate
       in patients with known or presumed calcium malabsorption.

       Hormone Replacement Therapy (HRT)

       Oestrogen replacement therapy has been the treatment of first choice in most peri-menopausal
       women. HRT reduces the formation of osteoclasts and is recommended to be given for at
       least 5 years. Unfortunately recent published studies have highlighted the potential increased
       risk of other disease states, such as breast cancer, with prolonged HRT use.

       Parathyroid Hormone

       The bone-forming effects of parathyroid hormone (PTH) have been known to exist for more
       than 70 years. However, it is only in the last 5-10 years that data have emerged to provide
       consistent and encouraging results in animals and humans. A recent multinational study on
       postmenopausal women with prior vertebral fractures demonstrates that a synthetic fragment
       of PTH may be useful in the management of Osteoporosis.

       Bisphosphonates

       Bisphosphonates are potent inhibitors of bone resorption, acting through the inhibition of
       osteoclast function. Randomised controlled trials have shown that treatment with these agents
       can significantly increase bone density and reduce further fracture risk. This class of
       compound does however suffer from a range of side effects, including oesophageal ulceration.

       Injectable Calcitonin

       Intranasal or injectable calcitonin is an alternative to HRT or bisphosphonates. The results of
       a study show that salmon calcitonin nasal spray reduces the incidence of vertebral fractures by
       25-35% at a daily dose of 200 IU. Some patients may also benefit from the analgesic effect
       intranasal calcitonin has on bone pain. Salmon calcitonin nasal spray is only available in some
       countries for the treatment of patients with vertebral fractures.

       Arthritis

       Medications for rheumatoid arthritis are aimed at relieving symptoms and slowing or halting
       its progression, while treatments for osteoarthritis are used to treat the pain and mild
       inflammation of the condition.

       Anti-TNF products

       Anti-TNF products are so called Disease-modifying antirheumatic drugs or DMARDS.
       TNF is a cytokine, or cell protein, that acts as an inflammatory agent in rheumatoid arthritis.
       TNF blockers, or anti-TNF medications, target or block this cytokine and can help reduce
       pain, morning stiffness, and tender or swollen joints. There are currently 3 TNF blockers
       approved for treatment of rheumatoid arthritis.

       Non-Steroidal Anti-Inflammatory Drugs (NSAIDs)

       This group of medications, which includes aspirin, helps relieve both pain and inflammation if
       taken regularly. Prescription NSAIDs can provide higher dosages and more potency than
       over-the-counter NSAIDs. Older NSAIDs can lead to side effects such as indigestion and
       stomach bleeding. Other potential side effects may include damage to the liver and kidneys,
       ringing in your ears (tinnitus), fluid retention, and high blood pressure. Newer agents called



21125900-46c1-4496-8ab3-dab71b06821e.doc         10
       COX-II inhibitors cause less adverse stomach effects as they suppress only the enzyme
       involved in inflammation.

       Corticosteroids.

       These medications reduce inflammation and slow joint damage. In the short term,
       corticosteroids can make patients feel dramatically better. But when used for many months or
       years, they may become less effective and cause serious side effects. Prolonged corticosteroid
       use is also a major cause of osteoporosis.

       Independent Report

       An independent assessment of the intellectual property which has been licensed to Bone and
       the market for Bone's lead projects is contained in the Aoris Nova Pty Ltd report, a copy of
       which report accompanies the Explanatory Memorandum.

       Intellectual Property & Licence Arrangements

       Bone has been granted exclusive licences from three subsidiaries of its controlling
       shareholder, Proxima, for the intellectual property of those companies in the field of musculo-
       skeletal therapties (osteoporosis, arthritis, cartilage replacement, collagen tolerance or bone
       disease used in therapy, vaccines and diagnostics).

       The intellectual property comprises:

       (a)     Oral peptide drug delivery system (Axcess);

       (b)     Cell based drug discovery system (Mozaic); and

       (c)     Oral vaccination/tolerisation systems (Vaxcine)

       These 3 core technologies have multiple applications. Bone has exclusive licences for present
       and future applications of those technologies in the field of musculo-skeletal therapies
       ("Licences").

       Details of these licence agreements are as follows:

       (a)     Axcess Agreement

               By an agreement dated 23 December 2002 between Axcess and Bone, Bone was
               granted a licence by Axcess for the term of the Axcess patents to exclusively exploit
               Axcess‟ intellectual property in the field of musculo-skeletal therapies. Bone has
               agreed to make two payments to Axcess. The first payment of £550,000 is to be paid
               on either:

               (i)     the completion of a fundraising; or

               (ii)    from the proceeds received from the exploitation of the Axcess intellectual
                       property,

               of at least AUD$4million.

               The second payment of £480,000 is payable when the combined receipts of the
               Company from the exploitation of the Axcess intellectual property and fundraising
               exceed AUD$8,000,000.



21125900-46c1-4496-8ab3-dab71b06821e.doc         11
              In addition to the payments referred to above, Bone must pay a 3% royalty to Axcess
              from any revenues received by Bone as a result of its use or exploitation of the
              intellectual property licensed from Axcess. Bone must also bear all of the costs of
              patent applications and independent patent advice and protection.

              Bone must also promote and extend the sale of any products using the intellectual
              property.

       (b)    Mozaic Agreement and Vaxcine Agreements

              By agreements dated 23 December 2002 between each of Mozaic and Vaxcine of the
              one part and Bone of the other part, Bone was granted a licence by each of Mozaic and
              Vaxcine for the term of the Mozaic or Vaxcine patents, as the case may be, to
              exclusivity exploit the intellectual property of each of Mozaic and Vaxcine in the field
              of musculo-skeletal therapies. The grant was for a 3% royalty of revenue from sales
              of products which incorporate such intellectual property. Bone must also bear all of
              the costs of patent applications and independent patent advice and protection.

       (c)    Side Letter to Cap Total Royalty Payments

              A side letter signed by Bone and each of Axcess, Mozaic and Vaxcine has capped the
              total royalty such that in aggregate the royalty payable to Axcess, Mozaic and Vaxcine
              on any revenues received by Bone will not exceed 3% for any given product.

       (d)    Deeds of Option to Acquire Technology

              Bone has also sought and been granted extensions to the security over its exclusive
              licences. By agreements dated 16 April 2004, the licensors granted to each of the
              licensees which include Bone an option to jointly acquire all of the right, title and
              interest in the relevant intellectual property in the event that any or all of the licensor
              companies were to move into liquidation.

              If a licensee wishes to exercise the option it must within 14 days of receipt of the
              insolvency notice, pay the licensor the amount of £100,000 as the exercise price for
              the option. Where more than one licensee exercises its option, the exercising licensees
              will become co-owners of the intellectual property in equal shares. The intellectual
              property which is acquired will be acquired subject to whatever license have been
              granted over that intellectual property.

       Management Contracts

              Laboratory Agreement

              Bone entered into the laboratory and management agreement dated 1 January 2004
              pursuant to which agreement Proxima Laboratory & Management Services Ltd is to
              provide the capacity to manage research, clinical and the day to day administration of
              Bone and its staff, as well as the management of Bone. At settlement under the Share
              Sale Deed Proxima Laboratory & Management Services Ltd, Bone and Revenir are to
              enter into a deed of assignment pursuant to which Bone is to assign its rights and
              obligations under this agreement to Revenir. In consideration for this, Proxima
              Laboratory & Management Services Ltd has charged Bone A$40,000 per month for
              work to date and on Revenir completing the Bone acquisition, Proxima will charge a
              fee which is to be agreed but is to be not less than A$100,000/c£42,000 per month.
              The term of the agreement and fee is reviewable annually. In addition Proxima




21125900-46c1-4496-8ab3-dab71b06821e.doc         12
              Laboratory & Management Services Ltd will provide to Revenir and Bone the services
              of Messrs Travers, New and Phillips.

              The services that are being provided are supervising the senior management of
              Revenir and Bone on terms and time allocations as shall be agreed between Proxima
              Laboratory & Management Services Ltd and Revenir recognising the fee level and the
              seniority and capability of the Proxima management team of Dr Roger New, Mr Glen
              Travers and Dr James Phillips. These supervision services supervise:

                     Management of Revenir and Bone;

                     Management of Research, Development Activities;

                     Management of Business Activities,

              and provide:

                     Access to a UK research laboratory facility and owned equipment and
                      operational laboratory manager;

                     At least one director described as the managing director;

                     "Rights of Attendance" to all board and shareholder meetings by any or all of
                      the Proxima management team; and

                     Input from the core Proxima management team.

              Bluewater Agreement

              Bone has entered into the consulting agreement dated 2 January 2004 with Bluewater
              pursuant to which Bluewater is to provide accounting, administrative, company
              secretarial and certain operational functions for Bone. By a deed of assignment Bone
              is assigning its rights and obligations under this agreement to Revenir such that
              Bluewater is to provide these services to Revenir. Bluewater has charged A$12,000
              per month for work to date and on completing the Bone acquisition. The parties are to
              agree on the monthly remuneration for ongoing services, which monthly amount will
              be in excess of $12,000 per month but will be a commercial remuneration for the
              services provided.

              The services being provided include the following:

                     Support for Australian operational management of Bone;

                     Financial corporate support and assistance with fundraising;

                     Preparation of annual reports and tax returns;

                     Corporate governance and company secretarial support;

                     Assistance in certain business activities;

                     Preparation of documentation for quotation on an exchange; and

                     Capital markets support.



21125900-46c1-4496-8ab3-dab71b06821e.doc         13
       Key Personnel

       Bone‟s management has extensive experience in the management and control of
       biotechnology companies, drug delivery, clinical trials, product development, registration and
       business development. The key people are:

              Dr James Neil Phillips MB, ChB, MRCGP, DFFP, MBA (CEO)

                  Formerly an international pharmaceutical executive with Novartis and Johnson &
                   Johnson.
                  Most recently at Novartis, Dr Phillips held senior roles in Business Development,
                   Clinical Development and was a US$1.3billion Novartis Business Franchise
                   Director.
                  Led and accomplished MBO of Lifegard Technologies from Johnson & Johnson
                   in 2000.
                  Medical Practitioner with MBA.
                  15 years healthcare industry experience (including director level in the UK health
                   authorities).

              Dr Roger New BA (Chem), PhD (Chief Scientific Officer)

                  Thirty years research and development in field of drug delivery.
                  World-recognised expert in liposomes: author of seminal reference book
                   "Liposomes - A Practical Approach" published by OUP.
                  First to demonstrate efficacy of liposomal amphotericin. Coordinated first Phase
                   I/II trials of liposomal doxorubicin.
                  Devised three new systems for oral delivery of insulin, giving first positive
                   human results ever observed in Type I diabetics.
                  Honorary professor at several foreign academic institutions. Consultant advisor
                   to IRCD. Member of UK Govt Expert Mission on Biotechnology to China.
                  Patent applications filed and granted in areas of pharmaceutics, diagnostics and
                   microbiology.
                  Inventor of Mozaic, Axcess and Vaxcine patents/applications.

              Mr Christopher Bilkey Dip. Biochem

                  24 years experience in the pharmaceutical industry.
                  Extensive "Big Pharma" experience with Pharmacia Inc.:
                       o   Vice President Global Women's Health Care, Peapack, USA;
                       o   Vice Present Country Operations, Peapack, USA;
                       o   Pharmacia Area Vice President Australasia;
                       o   Sales & Marketing Director; and
                       o   Global Senior Product Manager (Upjohn);
                  A broad range of sales and marketing, operational and corporate strategic roles;
                   and


21125900-46c1-4496-8ab3-dab71b06821e.doc        14
                  A history of successful engagement of regulatory and reimbursement processes in
                   the Australian and international environment.

              Mr Glen Travers B. Com ACA ASIA

                  Founded and built Cortecs Plc, a global biopharmaceutical company to 350 staff
                   – 200 in R&D ($500mn value on departure), listing company in UK, Australia
                   and the United States, (Nasdaq)
                  Developed Group turnover in UK pharmaceutical distribution and which
                   developed and/or registered new products with the FDA, MCA & other
                   regulatory agencies, including:
                       o   CLOTEST (licensed to Upjohn in the United States);
                       o   HELISAL (launched with Astra in UK, Boehringer Mannheim ROW
                           Becton Dickinson in the United States);
                       o   DETACH (with Ciba Australia);
                       o   BRONCOSTAT First oral mucosal vaccine – (sold to RPR);
                       o   OSTEOSAL first point of care osteoporosis diagnostic; and
                       o   GLYCOSAL Conceived and initiated first point of care HBAIc
                           diagnostic.
       Risk Factors

       Bone is a speculative biopharmaceutical company and Revenir‟s acquisition of it involves a
       number of risks. Revenir shareholders should consider them carefully before deciding
       whether to vote in favour of the proposal to acquire Bone and to seek advice from their
       professional advisors and other information they may acquire prior to making a decision.

       Some risks that Revenir shareholders should be aware of are noted below. These are provided
       to highlight potential major risks to Bone and its operations and are not intended as an
       exhaustive list.

             Bone, in common with other suppliers of health services, is affected by general
              economic conditions including the level of interest rates, employment rates, inflation
              and spending by clients on health services. Any changes in government fiscal,
              monetary and regulatory policies may also affect Bone‟s business.

             There are no guarantees that any of the research and development, especially clinical
              trials, will be successful. There are many risks inherent in the development of
              therapeutic products, particularly where these are in an early stage of development.
              Projects can be delayed or fail or research ceases to be viable for a range of
              unexpected scientific reasons.

             There are no guarantees that the projects listed will work when tested in humans;
              although both the active drugs in BN002, BN003 and BN004 have been extensively
              tested in humans and approved for marketing purposes, and the Axcess carrier vehicle
              has been tested in humans with another active drug (insulin), the combination of active
              drugs with Axcess carrier in BN002, BN003 and BN004 has not been tested in
              humans, so there is a risk of failure of these projects in human testing.

             There is no guarantee that the projects that Bone is developing will generate products
              with demand in the market. To be profitable, Bone and its development partners will
              need to be able to produce and sell products at a profit.



21125900-46c1-4496-8ab3-dab71b06821e.doc        15
             Bone‟s products may be subject to numerous governmental regulatory approvals and
              controls throughout the world and these will affect both the timing and the cost of
              bringing these products to the market. While every effort has been made to ensure
              compliance with government standards there is no guarantee that products will be able
              to achieve the necessary regulatory requirements for sale in any given territory.
              Delays or failure in obtaining regulatory approval for products would be likely to have
              a serious adverse affect on the value of Bone and have a consequent impact on the
              financial performance of Bone.

             Bone‟s operations are subject to laws, regulatory restrictions and certain governmental
              directives, recommendations and guidelines relating to, amongst other things,
              occupational safety, laboratory practice, the use and handling of hazardous materials,
              prevention of illness and injury, environmental protection and animal and human
              testing. There can be no assurance that future legislation will not impose further
              government regulation, which may adversely affect the business or financial condition
              of Bone.

             Bone‟s licensors have lodged certain patent applications. Grant of patents is not
              guaranteed. Even if granted, Bone may not be able to defend a proprietary position
              for its projects in key markets. Furthermore competition in retaining and sustaining
              protection of intellectual property and the complex nature of intellectual property can
              lead to expensive and lengthy patent disputes for which there can be no guaranteed
              outcome. Although Bone is not aware of any infringements, it is also possible its
              projects may infringe competitive patent positions in certain markets. There can be no
              assurance that any patents that Bone may license, own or control now and in the future
              will afford Bone commercially significant protection of its intellectual property or its
              projects or have commercial application.

             An important Bone strategy is to form strategic business relationships with other
              organizations for the conduct of certain research and development and for the
              commercialisation of its projects. There is no guarantee that these relationships can be
              established on commercially viable terms.

             Bone‟s business exposes it to potential human trial and product liability risks that are
              inherent in the research and development, preclinical studies, clinical trials,
              manufacturing, marketing and use of therapeutic products. It will be necessary for
              Bone to secure sufficient levels of insurance to cover various product liability and
              human trial risks in the course of maintaining its business. However, there can be no
              assurance that adequate or necessary insurance coverage will be available at an
              acceptable cost or in sufficient amounts, if at all, or that product liability or other
              claims would not materially and adversely affect the business or financial condition of
              Bone.

             Significant international competition exists in the healthcare industry, relating
              particularly to developing products for existing and new markets, obtaining and
              sustaining proprietary rights to intellectual property and selling and distributing
              healthcare products. There is always a risk that competing products in existence now
              or in development now or in the future, will prove more efficacious, more cost
              effective, more timely or more acceptable to users than products developed by Bone.
              This could render costly research and development obsolete, decrease the financial
              value of products and reduce profits for Bone.

             Neither Revenir or Bone are earning revenue and if Bone does not earn material
              revenues from licensing its projects it may exhaust Revenir‟s cash reserves and
              Revenir may not be able to raise further funds.


21125900-46c1-4496-8ab3-dab71b06821e.doc        16
6.     RESOLUTION 1 – CONSOLIDATION OF SHARE CAPITAL

       Resolution 1 seeks shareholder approval to consolidate the Company's issued share capital by
       consolidating every four existing Shares into one new Share.

       At the date of this Notice, there were 24,106,897 Shares on issue.

       The result of the consolidation is that each member‟s shareholding will be reduced to one
       quarter of its current level (fractions of a security resulting from the consolidation being
       cancelled and extinguished). Each member‟s proportional interest in the Company‟s share
       capital will, however, remain unchanged as a result of the consolidation.

       Implementation of the Consolidation

       The consolidation will take effect with effect from settlement being effected pursuant to the
       Share Sale Deed ("Effective Date").

       As from the day that is 4 Business Days after the Effective Date, Revenir may not register
       transfers on a pre-consolidation basis. In the case of certificated holdings, this is the last day
       for Revenir to accept transfers accompanied by certificates issued before the consolidation.

       The Company will send a notice to all members not earlier than the fifth Business Day after
       the Effective Date and not later than the ninth Business Day after the Effective Date advising
       of the number of securities held by each person both before and after the consolidation.

       Uncertificated security holding statements or certificates (as applicable) for the securities will
       be delivered by the Company to those persons not earlier than the fifth Business Day after (but
       not including) the Effective Date and not later than the ninth Business Day after (but not
       including) the Effective Date.

       The Company will, from the date that is five Business Days after the Effective Date, reject
       transfers accompanied by a certificate that was issued before the consolidation.

       Where a person has sold his or her securities in the Company prior to the consolidation of
       Shares and the Company receives a valid transfer executed by the person together with a
       certificate (if applicable) for those Shares, the Company will send an uncertificated security
       holding statement or certificate (as applicable) for the new securities (in respect to the Shares)
       to the transferee named in the transfer.

       Impact on Capital Structure

       The effect the acquisition and the Resolutions contained within the Notice will have on the
       capital structure of the Company is as follows:

       Shares                                                    Number

       Post 1 for 4 Consolidation                                6,026,718

       Acquisition of Bone shares (1)                            34,000,000

       Placement(2)                                              4,200,000

       TOTAL

       Notes:



21125900-46c1-4496-8ab3-dab71b06821e.doc          17
       1.      These shares are only the Revenir Ordinary Shares issued at settlement and do not
               include any Revenir Ordinary Shares issued as a consequence of any of the Preference
               Shares or Class C Preference Share milestones being met or the exercise of the
               Proxima Option or the exercise of the Options being issued to Bluewater.

       2.      A minimum of 2,500,000 Revenir Ordinary Shares are to be issued but Revenir is
               seeking approval to issue up to 4,200,000 Revenir Ordinary Shares.

       Fractional Entitlements

       The capital consolidation will result in any person whose existing holding of Shares is not a
       multiple of four receiving a fraction of a Share. These fractional entitlements will be
       eliminated as part of the consolidation, so that the consolidated holding will be rounded down
       to the nearest whole number.

7.     RESOLUTION 2 - APPROVAL OF CHANGE IN ACTIVITIES

       Resolution 2 seeks shareholder approval to a change in activities of the Company from a
       services and investment company to a biopharmaceutical company.

       Listing Rule 11.1

       Listing Rule 11.1 requires that the Company inform members and the investing public of any
       proposed change in activities of the Company and the effect which this may have on the
       Company. Listing Rule 11.1 also requires shareholder approval of the proposed change in
       activities.

       Suspension

       The application of Chapter 11 has arisen because of the proposed change in the nature of the
       activities of the Company as a result of the transactions described in this Explanatory
       Memorandum.

       The Company‟s Shares will be suspended from official quotation on the morning of the date
       of this meeting. Assuming shareholders approve the proposed change in the nature of the
       Company's activities, before the securities of the Company can be reinstated to the official
       quotation, the Company must comply with the admission requirements of Chapters 1 and 2 of
       the Listing Rules which prescribe the conditions for official quotation. The Company will be
       required to issue a prospectus and successfully complete the capital raising referred to in this
       Explanatory Memorandum. The Company will then request ASX to reinstate the Company's
       securities to quotation.

       Alternatively, if shareholders reject the proposed change in the nature of the Company's
       activities, the Company will not be suspended from quotation.

8.     RESOLUTION 3 – ACQUISITION OF BONE

       As noted above, Resolution 3 seeks shareholder approval for the Company entering into an
       agreements to:

               (a)     purchase from the Bone Vendors (noted below) 80% of the ordinary fully paid
                       shares and all of the preference shares in the issued capital of Bone;

               (b)     acquire, subject to the exercise of the Proxima Option, the balance of 20% of
                       the issued capital of Bone;


21125900-46c1-4496-8ab3-dab71b06821e.doc         18
               (c)      vary the terms of an agreement to issue options in Bone to Bluewater to
                        substitute the issue of 1,000,000 Options;

               (d)      issue of 34,000,000 Shares (following the consolidation the subject of
                        Resolution 1 taking effect) and issue the Preference Shares;

               (e)      issue of 10,000,000 Class C Preference Shares and pay $5,000,000 on the
                        exercise of the Proxima Option referred to in paragraph (b); and

               (f)      issue of up to 30,000,000 Shares following the conversion of the Preference
                        Shares and the Class C Preference Shares.

       Section 611 of the Corporations Act

       Section 606 of the Corporations Act prohibits a person acquiring a relevant interest in issued
       voting shares in a company if, as a result of the acquisition, that person‟s or someone else‟s
       voting power in the company increases from less than 20% to more than 20%, or from a
       starting point that is above 20% and below 90%.

       The voting power of a person in a body corporate is determined under Section 610 of the
       Corporations Act. The calculation of a person‟s voting power in a company involves
       determining the voting shares in the company in which the person and the person‟s associates
       have a relevant interest.

       A person has a relevant interest in securities if they:

               (a)      are the holder of the securities; or

               (b)      have power to exercise, or control the exercise of, a right to vote attached to
                        securities; or

               (c)      have power to dispose of, or control the exercise of a power to dispose of, the
                        securities.

       It does not matter how remote the relevant interest is or how it arises us. If two or more
       people can jointly exercise one of these powers, each of them it taken to have that power.

       A person ("second person") will be an "associate" of the other person ("first person") if, and
       only if:

               (a)      the first person is a body corporate and the second person is:

                        (i)     a body corporate the first person controls;

                        (ii)    a body corporate that controls the first person; or

                        (iii)   a body corporate that is controlled by an entity that controls the first
                                person;

               (b)      the second person has entered or proposed to enter in a relevant agreement
                        with the first person for the purpose of controlling or influencing the
                        composition of the Company's board or the conduct of the Company's affairs;
                        and

               (c)      the second person is a person with whom the first person is acting, or
                        proposing to act, in concert in relation to the Company's affairs.


21125900-46c1-4496-8ab3-dab71b06821e.doc            19
       There are various exceptions to the prohibition in section 606, including under section 611
       item 7 of the Corporations Act. Section 611 item 7 provides an exception to the prohibition in
       section 606, in circumstances where the shareholders of the company approve an acquisition
       of shares by virtue of an allotment or acquisition at a meeting at which no votes are cast by
       parties involved in the proposed acquisition, including their associates.

       Pursuant to the terms of the Share Sale Deed entered into by Revenir and Proxima at the date
       of this Explanatory Memorandum but being circulated amongst the remaining Bone Vendors
       for their execution prior to the date of the Meeting, Revenir has agreed to acquire 80% of the
       ordinary fully paid shares and all of the preference shares in the issued capital of Bone and the
       Company has, subject to:

       (a)     the execution of the Share Sale Deed by all the Bone Vendors;

       (b)     shareholders granting their approval to Resolution 3; and

       (c)     the satisfaction or waiver of the other conditions precedent,

       agreed to allot 34,000,000 Shares (following the consolidation to subject of Resolution 1
       taking effect) to the Bone Vendors as consideration, in the following proportions:

                                   Proposed Allottee                                  No. of Shares
        Atlis Holdings Pty Ltd                                                                 50,000
        Auita Pty Ltd                                                                         120,000
        Barry Sullivan                                                                         75,000
        C.P.P. Pty Ltd                                                                        160,000
        CC & PC Perrott ATF CC & PC Perrott Superannuation Fund                                40,000
        Dalton Leslie Gooding                                                                  40,000
        David Stoup                                                                           200,000
        Dr James Neil Phillips (The Taliesin Trust) & Mrs Sarah Louise                        200,000
        Phillips
        Dr Melinda Fitzgerald                                                                  20,000
        Duncraig Investments Services Pty Ltd <M Perrott Account>                             200,000
        Gerald Russell                                                                        100,000
        Glen Nicholas Travers                                                                  10,000
        Hall Phoenix Inwood Ltd                                                             1,000,000
        HJ & M Bombara ATF The Bombara Retirement Fund                                        200,000
        James Neil Phillips                                                                    37,540
        JR & JE Frame ATF Lanquedoc Superannuation Fund                                       300,000
        Gwenny Ivory                                                                          400,000
        Leon Ivory                                                                             10,000
        Mr David Anthony and Mrs Noeline Ann Kennedy <David Kennedy                            60,000
        Superannuation A/C>
        Mr Max & Mrs Patricia Phillips & Mrs Alison Whittaker                                  37,460
        Mr Paul Alan Krikler                                                                  200,000
        Neilson Smith Nominees Pty Ltd                                                        100,000
        Oak Trust (Guernsey) Limited                                                          400,000
        The Lord Colwyn                                                                        40,000
        Proxima Concepts Limited                                                           30,000,000
        TOTAL                                                                              34,000,000

       Each of the Bone Vendors do not consider they will be associates once the consideration
       Shares are issued and allotted and thus do not consider they will have a relevant interest in the
       Shares held by the other Bone Vendors following settlement pursuant to the Share Sale Deed.


21125900-46c1-4496-8ab3-dab71b06821e.doc          20
       However, shareholder approval under section 611 item 7 of the Corporations Act is sought
       pursuant to Resolution 3 because, at the time of settlement of the Share Sale Deed when the
       consideration Shares are allotted and issued, at the point in time they are allotted and issued,
       the Bone Vendors will be considered associates, and thus holding a relevant interest in each
       other‟s Shares, which will collectively exceed 20% of the issued capital of Revenir.

       The following paragraphs set out information required to be provided to shareholders under
       ASIC Policy Statement 74. Shareholders are also referred to the Independent Expert‟s Report
       prepared by PKF attached to this Explanatory Memorandum.

       Voting Power

       Pursuant to the terms of the Share Sale Deed, the Company has, subject to shareholder
       approval, agreed to allot 34,000,000 Shares, 1 Class A Preference Share and 10,000,000 Class
       B Preference Shares to the Bone Vendors as consideration for the purchase of the Bone
       Vendors‟ 80% fully paid ordinary shares and all of the preference shares in the issued capital
       of Bone. Further, pursuant to the Share Sale Deed Revenir has undertaken to issue 10,000,000
       Class C Preference Shares pro rata to the existing Revenir shareholders and the Bone Vendors
       in proportion to their shareholding in Revenir at that time. If Revenir subsequently exercises
       its option to acquire that 20% which is the subject of the Proxima Option Agreement then
       Revenir must issue a further 10,000,000 Shares and pay $5,000,000 to Proxima and if
       appropriate, Phillips. Proxima has granted to Phillips an option to acquire up to 300,000 of the
       6,000,000 Bone shares which Proxima will hold after settlement of the sale pursuant to the
       Share Sale Deed.

                    Vendor                   Shares                 Class A                Class B
                                                                   Preference             Preference
                                                                     Share                  Shares
        Atlis Holdings Pty Ltd                  50,000                                         14,706
        Auita Pty Ltd                          120,000                                         35,294
        Barry Sullivan                          75,000                                         22,059
        C.P.P. Pty Ltd                         160,000                                         47,059
        CC & PC Perrott ATF                     40,000                                         11,765
        CC & PC Perrott
        Superannuation Fund
        Dalton Leslie Gooding                   40,000                                          11,765
        David Stoup                            200,000                                          58,824
        Dr James Neil Phillips                 200,000                                          58,824
        (The Taliesin Trust) &
        Mrs Sarah Louise
        Phillips
        Dr Melinda Fitzgerald                   20,000                                           5,882
        Duncraig Investments                   200,000                                          58,824
        Services Pty Ltd <M
        Perrott Account>
        Gerald Russell                         100,000                                         29,412
        Glen Nicholas Travers                   10,000                                          2,941
        Hall Phoenix Inwood                  1,000,000                                        294,118
        Ltd
        HJ & M Bombara ATF                     200,000                                          58,824
        The Bombara
        Retirement Fund
        Leon Ivory                               10,000                                          2,941
        James Neil Philips                       37,540                                         11,041



21125900-46c1-4496-8ab3-dab71b06821e.doc         21
                     Vendor                  Shares                  Class A                  Class B
                                                                    Preference               Preference
                                                                      Share                    Shares
        JR & JE Frame ATF                      300,000                                            88,235
        Lanquedoc
        Superannuation Fund
        Gwenny Ivory                           400,000                                          117,647
        Mr David Anthony and                    60,000                                           17,647
        Mrs Noeline Ann
        Kennedy <David
        Kennedy
        Superannuation A/C>
        Mr Max & Mrs Patricia                    37,460                                           11,018
        Phillips & Mrs Alison
        Whittaker
        Mr Paul Alan Krikler                   200,000                                            58,824
        Neilson Smith                          100,000                                            29,412
        Nominees Pty Ltd
        Oak Trust (Guernsey)                   400,000                                          117,647
        Limited
        The Lord Colwyn                         40,000                                           11,765
        Proxima Concepts                    30,000,000                        1               8,823,529
        Limited
        Total                               34,000,000                                       10,000,000

       If the Class A Preference Share, Class B Preference Shares and Class C Preference Shares are
       converted as a consequence of the milestones attaching to those shares having been met then a
       further 30,000,000 Shares will be issued on their conversion.

       The following table sets out the voting power to be held by the Bone Vendors as a result of:

       (a) the approval of Resolution 3 by shareholders and the allotment and issue of the Shares,
           including upon conversion of the Preference Shares, Class C Preference Shares; and

       (b) the acquisition by Revenir of the outstanding 20% of the issued capital of Bone pursuant
           to the Proxima Option Agreement;

       (c) the approval of Resolution 4 and the issue of only 2,500,000 Revenir Shares,

       but excluding the issue of Revenir Shares on the exercise of Options is as follows:

      Shareholders      Voting         Voting Power    Voting         Voting        Voting
                        Power on       on              Power on       Power on      Power on
                        allotment of   Conversion of   Conversion     Conversion    exercise of
                        Shares (%)     Class A         of Class B     of Class C    the option
                                       Preference      Preference     Preference    per the
                                       Share (%)       Shares (%)     Shares        Proxima
                                                                                    Option
                                                                                    Agreement
      Atlis         0.12%              0.10%           0.10%          0.11%         0.09%
      Holdings Pty
      Ltd
      Auita Pty Ltd 0.28%              0.23%           0.25%          0.26%         0.22%
      Barry         0.18%              0.14%           0.16%          0.16%         0.14%


21125900-46c1-4496-8ab3-dab71b06821e.doc         22
      Shareholders     Voting         Voting Power    Voting       Voting       Voting
                       Power on       on              Power on     Power on     Power on
                       allotment of   Conversion of   Conversion   Conversion   exercise of
                       Shares (%)     Class A         of Class B   of Class C   the option
                                      Preference      Preference   Preference   per the
                                      Share (%)       Shares (%)   Shares       Proxima
                                                                                Option
                                                                                Agreement
      Sullivan
      C.P.P.     Pty   0.38%          0.30%           0.33%        0.34%        0.30%
      Ltd
      CC & PC          0.09%          0.08%           0.08%        0.09%        0.07%
      Perrott ATF
      CC & PC
      Perrott
      Superannuati
      on Fund
      Dalton Leslie    0.09%          0.08%           0.08%        0.09%        0.07%
      Gooding
      David Stoup      0.47%          0.38%           0.41%        0.43%        0.37%
      Dr       James   0.47%          0.38%           0.41%        0.43%        0.37%
      Neil Philips
      (The Taliesin
      Trust) & Mrs
      Sarah Louise
      Philips
      Dr Melinda       0.05%          0.04%           0.04%        0.04%        0.04%
      Fitzgerald
      Duncraig         0.47%          0.38%           0.41%        0.43%        0.37%
      Investments
      Services Pty
      Ltd        <M
      Perrott
      Account>
      Gerald           0.24%          0.19%           0.21%        0.21%        0.19%
      Russell
      Glen             0.02%          0.02%           0.02%        0.02%        0.02%
      Nicholas
      Travers
      Hall Phoenix     2.35%          1.90%           2.07%        2.13%        1.87%
      Inwood Ltd
      HJ & M           0.47%          0.38%           0.41%        0.43%        0.37%
      Bombara
      ATF        The
      Bombara
      Retirement
      Fund
      Leon Ivory       0.02%          0.02%           0.02%        0.02%        0.02%
      James Neil       0.09%          0.07%           0.08%        0.08%        0.07%
      Phillips
      JR & JE          0.71%          0.57%           0.62%        0.64%        0.56%


21125900-46c1-4496-8ab3-dab71b06821e.doc        23
      Shareholders      Voting         Voting Power    Voting         Voting        Voting
                        Power on       on              Power on       Power on      Power on
                        allotment of   Conversion of   Conversion     Conversion    exercise of
                        Shares (%)     Class A         of Class B     of Class C    the option
                                       Preference      Preference     Preference    per the
                                       Share (%)       Shares (%)     Shares        Proxima
                                                                                    Option
                                                                                    Agreement
      Frame ATF
      Lanquedoc
      Superannuati
      on Fund
      Gwenny            0.94%          0.76%           0.83%          0.85%         0.75%
      Ivory
      Mr       David    0.14%          0.11%           0.12%          0.13%         0.11%
      Anthony and
      Mrs Noeline
      Ann Kennedy
      <David
      Kennedy
      Superannuati
      on A/C>
      Mr Max &          0.09%          0.07%           0.08%          0.08%         0.07%
      Mrs Patricia
      Phillips    &
      Mrs Alison
      Whittaker
      Mr Paul Alan      0.47%          0.38%           0.41%          0.43%         0.37%
      Krikler
      Neilson           0.24%          0.19%           0.21%          0.21%         0.19%
      Smith
      Nominees
      Pty Ltd
      Oak      Trust    0.94%          0.76%           0.83%          0.85%         0.75%
      (Guernsey)
      Limited
      The       Lord    0.09%          0.08%           0.08%          0.09%         0.07%
      Colwyn
      Proxima           70.54%         76.15%          78.08%         77.65%        80.36%
      Concepts Ltd
      Public Offer      6.88%          4.76%           4.00%          3.45%         3.03%
      Existing          14.17%         11.47%          9.64%          10.39%        9.13%
      Shareholders
                        100.00         100.00          100.00         100.00        100.00

       Identity of Persons who will hold a relevant interest in the Shares to be allotted

       The identity of the acquirers are the Bone Vendors as noted above who will, at the point in
       time of allotment and issue of the consideration Shares and Preference Shares the subject of
       Resolution 3 have a relevant interest greater than 20% of the issued capital of Revenir. Set out
       below is some further information about these persons:



21125900-46c1-4496-8ab3-dab71b06821e.doc         24
       Mr Glen Travers, who is to become a director of the Company as a result of the transaction, is
       a non-presently entitled beneficiary of the International Healthcare Trust, a discretionary trust
       which owns 82% of Proxima, an international life sciences company conducting its own
       research and development activities and providing high level management and technical
       consulting services. The trustee of the trust is Pirunico Trustees (Jersey) Limited and is not
       Mr Glen Travers. The balance of 18% of Proxima is held by Dr Roger New.

       Proxima has granted Phillips options to acquire a total of 5% of:

       (a)     Proxima's 30,000,000 Shares on settlement under the Share Sale Deed; and

       (b)     Proxima's remaining 6,000,000 Bone shares after the settlement referred to in
               paragraph (a).

       Where Phillips exercises one or more of the options referred to in paragraph (b) then Phillips
       will receive up to 5% of the consideration Revenir must pay to acquire the Bone shares it does
       not at that time, own. If Phillips exercises both options in paragraph (b) then Phillips will hold
       voting power over 2,000,000 Shares (this includes the 1,500,000 Shares which he and his
       associates will hold on settlement under the Share Sale Deed should he exercise his option
       referred to in paragraph (a). Where these options are exercised it will reduce Proxima's voting
       power by an equivalent number of Shares, In addition to these Shares, Phillips will hold
       voting power over 237,540 Shares which are allotted and issued to him and his associates
       pursuant to the terms of the Share Sale Deed. Phillips and his associates currently have a
       relevant interest in 237,540 Bone shares.

       Proxima owns all of the issued capital in each of Axcess and Vaxcine and 95% of the issued
       capital in Mozaic.

       The other parties are unrelated private investors.

       Shares to which the allottees will be entitled immediately before and after the allotment

       The tables and commentary set out in pages 21 to 25 of this Explanatory Memorandum sets
       out the present relevant interests in Shares held by the Bone Vendors and the maximum
       number and percentage of Shares each Bone Vendor will obtain as a result of the approval of
       Resolution 3 by shareholders and the allotment and issue of the Shares both pursuant to the
       Resolution and the conversion of the Preference Shares and the Class C Preference Shares and
       the exercise of the Proxima Option.

       As at the date of this Explanatory Memorandum, none of the Bone Vendors other than for Mr
       Michael Perrott, a director of Revenir whose company, Duncraig Investments Services Pty Ltd
       holds 200,000 Shares, have any entitlement to any other Shares.

       The identity, associations and qualifications of proposed directors

       If shareholders pass Resolutions 1, 2, 3, 4, 5 and 6 it is proposed that Messrs Glen Travers and
       Chris Bilkey and Phillips will be appointed as directors of Revenir.

       The background of these 3 proposed directors appears on pages 13 to 15 of this Explanatory
       Memorandum.

       Future intentions of Acquirers for the Company

       Revenir understands that the Bone Vendors:




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               (a)     have no intention of making any changes to the business of the Company
                       beyond those described in this Explanatory Memorandum, namely to invest
                       money into Bone for the purposes of Bone developing its biopharmaceutical
                       businesses described in this Explanatory Memorandum;

               (b)     propose to inject further capital into the Company via the capital raising the
                       subject of Resolution 4;

               (c)     propose to find joint venture partners to fund or partly fund the further
                       development of its treatment for musculo – skeletal degeneration and disease
                       on the completion of Phase 1 of human trials;

               (d)     intend relocating the Company‟s office to Technology Park in Bentley,
                       Western Australia, which they expect will not effect the present employees of
                       the Company;

               (e)     do not propose that any property be transferred between the Company and the
                       Bone Vendors or any person associated with any of them; and

               (f)     have no intention to otherwise re-deploy fixed assets of the Company.

       Intentions regarding the financial or dividend policies of the Company

       There is no present intention to change the Company‟s existing policies in relation to financial
       matters or dividends.

       Are the allotments fair and reasonable?

       The Directors have commissioned PKF to prepare a report on the question of whether the
       proposal is fair and reasonable to shareholders not associated with the Vendors. That report is
       attached to this Explanatory Memorandum. Shareholders are urged to read the Independent
       Expert‟s Report.

       PKF concludes the proposal is fair and reasonable to the non-associated shareholders of the
       Company.

       Recommendations of Directors

       Messrs Basham and Kestel are considered independent for the purposes of Resolution 3, as
       they do not have any personal interest in the outcome of that resolution. Mr Michael Perrott or
       companies associated with him, hold 200,000 preference shares in Bone, which shares are
       subject to the Share Sale Deed. Messrs Basham and Kestel do not hold any shares in Bone.

       Messrs Basham and Kestel are of the opinion that the proposed transaction is in the best
       interests of Revenir and its shareholders and accordingly recommend shareholders vote in
       favour of Resolution 3.

       Messrs Basham and Kestel‟s recommendation that you vote in favour of the Resolution is
       based on the following reasons:

          The Company needs to change and grow if it is to succeed as a listed company.

          If the Company does not proceed with the proposed acquisitions, its cash reserves will
           continue to be eroded by on-going administrative and corporate costs.




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          The proposed change in direction of the Company as contemplated by the transaction
           described in this Explanatory Memorandum (including the proposed change in the
           Company's name) fits in with the expertise of existing and proposed major new
           shareholders and directors, who have a proven track record in life sciences companies.

          80% ownership of Bone with the right to acquire the remaining 20%, together with access
           to the experience and expertise provided by Messrs Bilkey, Phillips and Travers and
           Proxima , is expected to provide significant benefits to the Company.

          The Company's share price may be affected detrimentally if the Resolution is not passed.

          The independent expert, PKF, has determined the proposed transaction is fair and
           reasonable to the non-associated shareholders of Revenir.

       Mr Perrott has abstained from making a recommendation to shareholders with respect to this
       Resolution as through his company Duncraig Investments Services Pty Ltd he holds 200,000
       Bone preference shares, which shares are subject to the Share Sale Deed. This said, Mr
       Michael Perrott has known Mr Glen Travers for 30 years and it was Mr Michael Perrott who
       introduced Mr Glen Travers to the opportunity of the Bone Vendors selling their shareholding
       in Bone to Revenir.

       No votes can be cast on Resolution 3 by the Bone Vendors or any associates of those persons.

       Listing Rule 10.1

       Listing Rule 10.1 prohibits a listed company from acquiring a substantial asset from a related
       party of a company, or from a substantial shareholder who is entitled to at least 10% of the
       voting securities of the company, without shareholder approval.

       An entity will be a related party of the Company if it is controlled by a director of the
       Company. An asset is substantial if its value or the value of the consideration for it is 5% or
       more of the sum of the Company‟s paid up capital, reserves and accumulated profits and
       losses.

       Mr Michael Perrott is a director of Revenir and through his company, Duncraig Investments
       Services Pty Ltd is a shareholder of Bone and has agreed to sell his Bone preference shares to
       Revenir. Although not strictly required Revenir is seeking approval from its shareholders for
       the acquisition of shares in Bone for the purposes of Listing Rule 10.1 due to Mr Michael
       Perrott‟s shareholding in Bone.

       The Independent Expert‟s Report prepared by PKF for the purposes of Policy Statement 74
       has also been prepared in accordance with the requirements of Listing Rule 10.10.

       Related Party Transactions

       Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit
       to a related party of the public company unless either:

               (a)     the giving of the financial benefit falls within one of the nominated exceptions
                       to the provision; or

               (b)     prior shareholder approval is obtained to the giving of the financial benefit and
                       the benefit is given within 15 months of obtaining the approval.




21125900-46c1-4496-8ab3-dab71b06821e.doc         27
       A "related party" for the purposes of the Corporations Act is defined widely. It includes a
       director of the public company and specified members of the director‟s family. It also
       includes an entity over which a director maintains control.

       A "financial benefit" for the purposes of the Corporations Act is also widely defined. It
       includes a public company issuing securities. In determining whether or not a financial
       benefit is being given, it is necessary to look at the economic and commercial substance and
       effect of the transaction (rather than just the legal form) and any consideration which is being
       given to it is to be disregarded, even if it is full or adequate.

       For the purposes of section 219 of the Corporations Act, the following information is provided
       to shareholders:

       (a)     The related party to whom the proposed resolution would permit the financial benefit
               to be given

               Duncraig Investments Services Pty Ltd is an entity controlled by Mr Michael Perrott, a
               director of Revenir, as such a related party of Revenir.

               Mr Glen Travers is to become a director of Revenir, subject to the passing of
               resolutions 1 – 6.

               Mr Travers is a non-presently entitled beneficiary of a discretionary trust over which
               he does not exercise control. This discretionary trust has a majority shareholding in
               Bone. On settlement of the Share Sale Deed, Proxima will become a related party of
               Revenir and hold 30,000,000 Shares. Mr Travers holds 10,000 Bone preference
               shares in his own name and these shares are subject to the Share Sale Deed.

               Phillips is to become a director of Revenir, subject to the passing of Resolutions 1 to 6
               inclusive. Proxima has granted an option to Phillips to acquire 5% of the Shares to be
               issued to Proxima pursuant to the Share Sale Deed 750,000 Shares and 5% of the
               issued capital of Bone held by Proxima after settlement under the Share Sale Deed,
               which capital of Bone is subject to the Proxima Option Agreement. In the event the
               Proxima Option Agreement is exercised and Phillips exercises his option he becomes
               entitled to a further 300,000 Shares.

       (b)     The nature of the financial benefit

               Related Party          Ordinary     Class      A Class      B Class       C
                                      Shares       Preference   Preference   Preference
                                                   Share        Shares       Shares
               Duncraig                    200,000          Nil       58,824        57,960
               Investments
               Services Pty Ltd
               Proxima                  30,000,000                1       8,823,529         7,494,993
               Phillips                    237,500                           69,865            59,345

               The above table does not include any shares which Phillips may acquire from Proxima
               or be issued by Revenir as a consequence of exercising any of the options referred to
               in paragraph (a) above.

               In addition, the Company will be acquiring Bone with a total liability of $52,000
               owing to Proxima and Bluewater. In turn, Bone has a total contingent liability of
               £1,030,000 owing to Axcess a wholly owned subsidiary of Proxima, in the event
               certain milestones are achieved, which milestones are more particularly described in


21125900-46c1-4496-8ab3-dab71b06821e.doc             28
               the definition of Conversion Event in each of Annexures A, B and C to this
               Explanatory Memorandum. Further, as a consequence of the Share Sale Deed Revenir
               will have a contingent liability to pay 3% of its sale revenues on products developed
               using the intellectual property licensed to Bone by each of Axcess, Mozaic and
               Vaxcine, which companies are all wholly owned subsidiaries of Proxima.

               On completion of the acquisition of 80% of the ordinary fully paid shares and all the
               preference shares in Bone, Revenir has, pursuant to a Share Sale Deed an obligation to
               fund 100% of the cash requirements of Bone resulting in the remaining 20% of Bone
               which is held by Proxima, being free carried. In funding Bone, Proxima's
               shareholding in Bone and its right to a share of Bone's profits are not to be diluted as a
               consequence of Revenir's funding of Bone.

       (c)     Directors’ recommendation

               Messrs Basham and Kestel recommend that shareholders vote in favour of Resolution
               3 for the reasons noted above.

       (d)     Any other information that is reasonably required by members to make a decision and
               that is known to the Company or any of its Directors

               Please refer to PKF‟s Independent Expert‟s Report which is attached to this
               Explanatory Memorandum.

               The ASX may determine that some or all of the securities issued pursuant to
               Resolution 3 may be classified as restricted securities.

               Neither the Directors nor the Company are aware of any other information that would
               be reasonably required by shareholders to make a decision in relation to the financial
               benefits contemplated by Resolution 3, other than as set out in this Explanatory
               Memorandum.

       Listing Rule 10.11

       Listing Rule 10.11 requires shareholder approval to the issue of the shares to a related party of
       the Company. As entities associated with Mr Michael Perrott, Phillips and Mr Glen Travers
       are related parties of the Company as noted above, shareholder approval under Listing Rule
       10.11 is sought.

       Shareholders should note that in accordance with Listing Rule 10.3 shareholder approval is not
       required where a party becomes a related party only as a result of the transaction the subject of
       the Share Sale Deed. Notwithstanding this, Revenir and Mr Glen Travers and Phillips wish to
       place the matter before shareholders for their consideration and approval.

       Listing Rule 7.1

       Listing Rule 7.1 requires shareholder approval to the proposed issue of Shares. Listing Rule
       7.1 broadly provides, subject to certain exceptions, that shareholders approval is required for
       any issue of shares by a listed company, where the shares proposed to be issued represent
       more than 15% of the Shares then on issue. Given the Shares to be under issued Resolution 3
       will exceed this 15% threshold, such approval is required.

       The following information is provided to Shareholders for the purposes of Listing Rules 7.3
       and 10.13:




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               (a)     under Resolution 3, the maximum number of securities the Company can issue
                       are:

                       (i)     44,000,000 Shares;
                       (ii)    1 Class A Preference Share;
                       (iii)   10,000,000 Class B Preference Shares;
                       (iv)    10,000,000 Class C Preference Shares, and
                       (v)     1,000,000 Options

                       with all the shares referred to in paragraphs (i) and (ii) being issued to related
                       parties and a further 18,494,325 Class B Preference Shares and Class C
                       Preference Shares being issued to related parties;

               (b)     the 34,000,000 Shares and the 10,000,001 Preference Shares will be issued no
                       later than one (1) month after the date of this General Meeting, the 10,000,000
                       Class C Preference Share will be issued no later than three (3) months after the
                       date of this General Meeting and the remaining 10,000,000 Shares may be
                       issued up to eighteen (10) months after the date of this General Meeting;;

               (c)     the deemed issue prices of the securities to be issued under Resolution 3 are as
                       follows:

                       (i)     $0.60 per Share;
                       (ii)    nil consideration for each Class A Preference Share;
                       (iii)   nil consideration for each Class B Preference Share;
                       (iv)    nil consideration for each Class C Preference Share; and
                       (v)     nil consideration for the Options but $0.50 per Share on exercise of
                               each Option;

               (d)     the allottees are the Bone Vendors and where applicable, Phillips and
                       Bluewater Capital Ltd as noted above;

               (e)     the Shares are ordinary fully paid shares in the capital of the Company, the
                       Preference Shares and Class C Preference Shares are shares having the
                       particular rights referred to in Annexures A, B and C and the Options are on
                       the terms referred to in Schedule 1; and

               (f)     no funds will be raised from the issue, but the issue other than for 10,000,000
                       Shares and the payment of $5,000,000 in the event the Proxima Option is
                       exercised, comprises part of the consideration for the purchase by the
                       Company of 80% of the ordinary fully paid shares and all of the preference
                       shares in the issued capital of Bone.

9.     RESOLUTION 4 – PROSPECTUS ISSUE OF SECURITIES

       Resolution 4 seeks shareholder approval pursuant to Listing Rule 7.1 for the issue of up to
       4,200,000 Shares at an issue price of 60 cents each, to be issued and allotted at the discretion
       of the Directors pursuant to a prospectus. The issue will occur within three (3) months of the
       date of this General Meeting.

       Proceeds from the capital raising will predominantly be used to fund working capital to enable
       the development of existing and new business interests and the funding of research and
       development programs for the breakthrough treatments for musculo-skeletal degeneration and
       disease held by Bone.



21125900-46c1-4496-8ab3-dab71b06821e.doc          30
       For the purposes of shareholder approval of the issue of the Shares and requirements of
       Listing Rule 7.3, the following additional information is provided:

               (a)     the maximum number of Shares the Company can issue under Resolution 4 is
                       4,200,000 Shares;

               (b)     the Company will issue up to 4,200,000 Shares after the issue of a prospectus
                       for that purpose;

               (c)     up to 4,200,000 Shares will each be allotted at an issue price of 60 cents per
                       Share;

               (d)     the Shares will be issued on the same terms as the Company's existing Shares;
                       and

               (e)     the purpose of the issue is to provide funds for the costs of the transaction and
                       working capital.

       Pursuant to the Share Sale Deed it is a condition precedent to settlement that Revenir issue a
       minimum of 2,500,000 Shares at 60 cents per Share.

       A pro forma capital structure is set out in section 5.1, and a pro forma statement of financial
       position is set out in section 10.3, of the Independent Expert's Report accompanying this
       Explanatory Memorandum.

10.    RESOLUTION 5 – CHANGE OF COMPANY NAME

       The Directors of the Company have determined to change the Company‟s name to "Bone
       Medical Limited" and Resolution 5 seeks shareholder approval for that change in accordance
       with Section 157 of the Corporations Act.

       Resolution 5 is a Special Resolution and requires the approval of 75% of the votes cast by
       members.

11.    RESOLUTION 6 – APPROVAL OF PREFERENCE SHARE TERMS

       Section 254A(2) of the Corporations Act provides that a company may only issue preference
       shares if various rights attaching to those shares are set out in the company‟s constitution or
       have been approved by a special resolution of the company.

       All terms of the Class A Preference Share, Class B Preference Share and Class C Preference
       Share are not all contained in Revenir‟s constitution. Therefore Rule 6 of Revenir‟s
       Constitution requires Revenir to obtain shareholder approval to the rights attaching to the
       Class A Preference Share, Class B Preference Share and the Class C Preference Share and
       their other terms of issue.

       The detailed terms of the Class A Preference Share, Class B Preference Share and Class C
       Preference Share set out in Annexures A, B and C respectively accompanying this
       Explanatory Memorandum.

12.    RESOLUTION 7 – RE-ELECTION OF MR R BASHAM




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       Mr Basham was appointed as a Director on 12 May 2004 to fill a casual vacancy. Clause
       21.6 of Revenir's constitution requires Mr Basham to have his appointment approved by
       Revenir shareholders at the next general meeting of Revenir.

13.    RESOLUTION 8 – RE-ELECTION OF MR R KESTEL

       Mr Kestel was appointed as a Director on 16 December 2003 to fill a casual vacancy. Clause
       21.6 of Revenir's constitution requires Mr Kestel to have his appointment approved by Revenir
       shareholders at the next general meeting of Revenir.

14.    RESOLUTIONS 9 TO 11 – ELECTIONS OF MESSRS PHILLIPS, TRAVERS AND
       BILKEY

       These Resolutions deal with the proposed appointments of Dr Jim Phillips and Messrs Glen
       Travers and Chris Bilkey whose qualifications and experience are noted above.

15.    RESOLUTION 12 – INCREASE IN DIRECTORS' FEES

       The present level of aggregate fees paid to non-executive Directors is $200,000 per annum.

       With the proposed appointment of new directors, the Company considers it appropriate to
       increase the aggregate level of directors' fees payable to non-executive Directors.

       It is proposed to increase the amount of funds available for non-executive Directors by
       $100,000 to $300,000 per annum.

       This increase in the level of permitted fees does not mean the Company must pay the entire
       amount approved as fees each year. However, the Board considers that it is reasonable and
       appropriate to seek an increase in fees as this will provide the Company with the flexibility to
       attract appropriately qualified Directors and to act quickly if the circumstances require it.

16.    RESOLUTION 13 – DEEDS OF INDEMNITY AND ACCESS

       Background

       The purpose of Resolution 13 is to enable the Company to provide each Director with a
       reasonable level of protection in relation to claims made against a Director acting as a Director
       of the Company.

       Given their duties and responsibilities as directors of a public company and their potential
       liabilities, the Directors consider it appropriate that they be suitably protected from certain
       claims made against them. The proposed protection will not extend to the extent it is
       prohibited by the Corporations Act.

       As a person may be called to account for his or her actions several years after ceasing to be a
       director of a company, it is considered reasonable that suitable protection should extend for a
       period of time after a Director has ceased to be a director of the Company.

       It is generally recognised that a director or former director of a company may face
       considerable difficulty in properly answering or defending any claim made against him or her,
       particularly, as is often the case, where the claim is brought after the director ceases to hold
       office. Difficulties may arise by reason of the following:

               (a)     No indemnity after directorship ends


21125900-46c1-4496-8ab3-dab71b06821e.doc          32
                      While a company's constitution provides directors with an indemnity in
                      respect of claims made while they remain directors arguably, that indemnity
                      ceases when the directorship ends. Without the benefit of an indemnity, the
                      cost of defending such a claim in respect of the actions of a director or former
                      director, even if the claim is ultimately proven to be without merit, can be
                      considerable and beyond the financial resources of the individual director.

              (b)     Maintenance of insurance policies

                      Directors' and officers' insurance policies generally only provide cover for
                      claims made during the currency of the insurance policy, ie. while insurance
                      premiums continue to be paid on the policy. Generally, unless insurance
                      premiums continue to be paid after the time a person ceases to be a director,
                      claims made after cessation of the directorship will not be covered by the
                      insurance policy. The cost to a former director of personally maintaining
                      insurance cover after ceasing to be a director can be prohibitive, particularly
                      given the number of years for which insurance must be maintained and given
                      the former director will no longer be receiving directors' fees.

              (c)     Access to board papers

                      Directors have a statutory right to inspect the books of the Company:

                      (i)     whilst they hold office; and

                      (ii)    for a period of 7 years after the director ceases to hold office,

                      at all reasonable times for the purpose of a legal proceeding to which the
                      director is a party, that the director proposes in good faith to bring or that the
                      director has reason to believe will be brought against him or her.

                      Despite this statutory right, directors may require access to company
                      documents which are relevant to the director's holding office as a director of
                      the Company and not strictly required for the purpose of anticipated,
                      threatened or commenced legal proceedings. Furthermore, although a
                      proceedings may be instituted within six years after a cause of action arises,
                      that six year period is calculated from the date the damage is found to have
                      occurred – this may be long after the conduct in question, from which the later
                      damage arose, actually occurred.

                      Given these difficulties a person may be unwilling to become or to remain as a
                      director of a public company without suitable protection being provided by the
                      Company. The benefit to the Company in providing such protection is that it
                      will continue to be able to attract persons of suitable expertise and experience
                      to act as directors.

       Summary of the Directors' Indemnity and Access Deed

       To provide Directors with a suitable level of protection, the Company proposes to enter into a
       Deed of Indemnity and Access with each Director. In summary, under each deed:

              (a)     the Company will indemnify each Director during the period of his or her
                      directorship and after the cessation of his directorship, in respect of certain
                      claims made against that director in his or her capacity as a director of the
                      Company to the extent allowable under the Corporations Act;



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              (b)    the Company will use its best endeavours (subject to cost and availability) to
                     maintain an insurance policy and pay the premiums of insurance as assessed at
                     market rates applicable from time to time, to the extent available under the
                     Corporations Act, for each Director in respect of certain claims made against
                     him or her in his or her capacity as a Director of the Company and to continue
                     to pay those premiums for a period of up to 7 years following the termination
                     of his directorship; and

              (c)    the Company will provide each Director with access, upon ceasing for any
                     reason to be a director of the Company and for a period of up to 7 years
                     following that cessation, to any Company records which are either prepared or
                     provided to the Director during the period during which the person was a
                     Director of the Company.

              Summary of indemnity and insurance provisions in the Corporations Act

              In considering Resolution 13, members should be aware of the following limitations in
              the Corporations Act concerning the provision of indemnities and insurance to
              Company officers. The deed for which member approval is sought under Resolution
              12 complies with these limitations.

              (a)    Section 199A of the Corporations Act

                     The Corporations Act now sets out specific prohibitions to the Company's
                     ability to grant indemnities for liabilities and legal costs. Any matter that does
                     not fall within those prohibitions are, therefore, permitted.

                     The Company is prohibited from indemnifying its officers against a liability if
                     it is a liability:

                     (i)     to the Company or any of its related bodies corporate;

                     (ii)    to a third party and arose out of conduct involving a lack of good
                             faith; or

                     (iii)   for a pecuniary penalty order or a compensation order under the
                             Corporations Act (such orders being made for breaches such as
                             breaches of director's duties, the related party rules and insolvent
                             trading rules).

                     The Company is also prohibited from indemnifying its officers against legal
                     costs incurred:

                     (iv)    in defending actions where an officer is found liable for a matter for
                             which he or she cannot be indemnified by the Company as set out
                             immediately above;

                     (v)     in defending criminal proceedings where the officer is found guilty;

                     (vi)    in defending proceedings brought by the ASIC or a liquidator for a
                             court order if the grounds for making the order are found by the court
                             to be established; or

                     (vii)   in connection with proceedings for relief to the Director under the
                             Corporations Act where the court denies the relief.



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              (b)    Section 199B of the Corporations Act

                     If the Company, or a related body corporate of the Company, pays the
                     premium on an insurance policy in favour of a director, then section 199B of
                     the Corporations Act requires the Company to ensure that the relevant contract
                     of insurance does not cover liabilities incurred by the officer arising out of
                     conduct involving either:

                     (i)     a wilful breach of duty in relation to the Company; or

                     (ii)    contravention of the provisions relating to an officer making improper
                             use of information or improper use of his or her position for his or her
                             advantage or gain, or to the detriment of the Company.

              Member approval

              To enable the Company to enter into Deeds of Indemnity and Access with each
              Director, Resolution 13 seeks member approval in accordance with the following
              provisions of the Corporations Act:

              (a)    Section 200B of the Corporations Act

                     Section 200B of the Corporations Act relevantly provides that the Company
                     cannot give a benefit to a Director in connection with the retirement of that
                     Director from his or her office, without member approval.

                     The Directors consider that as the:

                     (i)     proposed payment of insurance premiums;

                     (ii)    benefit of the indemnity in relation to liabilities incurred during the
                             period a Director holds office; and

                     (iii)   Director's access to Company records,

                     continues for a period of up to 7 years after the Director ceases to hold office,
                     this may be viewed as the provision of a benefit given "in connection with"
                     the Director's retirement from the board for the purposes of section 200B of
                     the Corporations Act.

                     The insurance premiums under each Deed of Indemnity and Access will be
                     calculated at the market rates applicable from time to time.

                     A copy of all company documents will be kept at the Company's registered
                     office and made available for inspection and copying by each Director for a
                     period of 7 years after he or she ceases to hold office, for whatever reason.

              (b)    Section 208 of the Corporations Act

                     Chapter 2E of the Corporations Act prohibits a company from giving a
                     financial benefit to a related party of the company unless either:

                     (i)     the giving of the financial benefit falls within one of the nominated
                             exceptions to the provision (eg section 212); or




21125900-46c1-4496-8ab3-dab71b06821e.doc       35
                     (ii)    prior shareholder approval is obtained to the giving of the financial
                             benefit.

                     For the purposes of Chapter 2E, each of the Directors of the Company is
                     considered to be a related party of the Company.

                     The provision of insurance and indemnity to existing Directors may involve
                     the provision of a financial benefit to related parties of the Company within
                     the prohibition provided by Chapter 2E of the Corporations Act. The
                     Directors consider that, although the payment of insurance premiums and the
                     provision of indemnities by the Company may constitute "reasonable
                     remuneration" of a related party and may therefore be excepted from the
                     prohibition in Chapter 2E of the Corporations Act, consideration of the
                     reasonable nature of the provision of any indemnity or insurance is an
                     appropriate matter for the shareholders of the Company.

                     In accordance with section 219 of the Corporations Act, the following
                     information is provided to shareholders to allow them to assess the proposed
                     resolution:

                     (i)     The Company proposes to take out an insurance policy which will
                             provide insurance cover for Directors against all permitted liabilities
                             incurred by Directors acting as a director of the Company.

                     (ii)    The insurance premiums payable will be calculated at market rates
                             applicable from time to time with an indicative range of $2,000 -
                             $4,000 per Director per annum.

                     (iii)   The following Directors and proposed Directors are each related
                             parties of the Company to whom the proposed resolutions would
                             permit the giving of benefits:

                             A.      Mr Richard Basham;

                             B.      Mr Chris Bilkey (proposed Director);

                             C.      Mr Ross Kestel;

                             D.      Mr Michael Perrott;

                             E.      Dr Jim Phillips (proposed Director); and

                             F.      Mr Glen Travers (proposed Director).

                     (iv)    The nature of the benefit to be given to each of the Directors is as
                             follows:

                             A.      the Company undertakes to indemnify each Director against
                                     liabilities incurred in relation to acts or omissions occurring
                                     during the period of his directorship on the board of the
                                     Company; and

                             B.      the Company undertakes to use its best endeavours (subject to
                                     cost and insurance availability) to enter into appropriate
                                     insurance policies and to pay the premiums of those insurance
                                     policies, thereby insuring each Director against certain


21125900-46c1-4496-8ab3-dab71b06821e.doc       36
                                    liabilities incurred in relation to acts occurring during the
                                    period of his or her directorship on the board of the Company.

                                    (1)     None of the Directors are entitled to or wish to make a
                                            recommendation to shareholders about the proposed
                                            resolution as each holds an interest in the benefit
                                            proposed to be given by the Company to each of
                                            them, as each is a proposed party to the Deed of
                                            Indemnity and Access.

                                    (2)     Neither the Directors nor the Company are aware of
                                            any other information that would be reasonably
                                            required by shareholders to make a decision in
                                            relation to the benefits contemplated by the proposed
                                            resolution.

              (c)    Section 195 of the Corporations Act

                     Section 195 of the Corporations Act provides, in essence, that a director of a
                     public company may not vote or be present during meetings of directors when
                     matters in which that director holds a "material personal interest" are being
                     considered.

                     Resolution 13 seeks approval to allow Revenir to enter into Deeds of
                     Indemnity and Access with each of the Directors and proposed Directors. As
                     each Director is considered to hold a material personal interest in the
                     consideration of the matter, a quorum cannot be formed to consider the matter
                     at Board level. However, by reason of section 195(4), the Directors are
                     permitted in such instances to put the matter before the shareholders to
                     consider and resolve.

                     The Directors have accordingly exercised their right under section 195(4) of
                     the Corporations Act and have resolved to place this matter before
                     shareholders to consider and resolve upon.




21125900-46c1-4496-8ab3-dab71b06821e.doc      37
17.    GLOSSARY OF TERMS

       In this Explanatory Memorandum the following expressions have the following meanings:

       "ASIC" means the Australian Securities and Investments Commission.

       "ASX" means Australian Stock Exchange Limited.

       "Axcess" means Axcess Limited, a company incorporated in Jersey.

       "Bluewater" means Bluewater Capital Limited ABN 20 105 940 565.

       "Bone" means Bone Limited, a company incorporated in Jersey.

       "Bone Vendors" means the parties listed in Annexure D.

       "Business Day" has the meaning ascribed to that term in the Listing Rules.

       "Class A Preference Share" means the preference share the terms of which are attached as
       Annexure A.

       "Class B Preference Share" means the preference share the terms of which are attached as
       Annexure B.

       "Class C Preference Share" means the preference share the terms of which are attached as
       Annexure C.

       "Corporations Act" means the Corporations Act (2001).

       "Directors" means the directors of Revenir from time to time.

       "FDA" means the United States Food & Drug Administration.

       "Independent Expert’s Report" means the report prepared by PKF as to whether the
       transaction contemplated in Resolution 3 is far and reasonable to non associated shareholders
       of Revenir.

       "Insurance Run-Off Period" means the period commencing on the date a Director ceases to
       be a Director and expiring on:

              (a)     on the date 7 years after the director ceases to be a Director; or

              (b)     where run-off insurance cannot be procured at reasonable policy premiums for
                      the full period in paragraph (a), the latest date to which run-off insurance can
                      be procured.

       "Listing Rules" means the listing rules of ASX.

       "Meeting" means the general meeting of shareholders of Revenir convened by this Notice.

       "Mozaic" means Mozaic Discovery Limited, a company incorporated in Jersey.

       "Notice" or "Notice of Meeting" means the notice of general meeting that accompanies this
       Explanatory Memorandum.




21125900-46c1-4496-8ab3-dab71b06821e.doc         38
       "Option" means an option to subscribe for one Share exercisable at $0.50 on or before 1 July
       2008 and otherwise upon the terms and conditions contained in Schedule 1.

       "Phillips" means Dr James Phillips.

       "PKF" means PKF Corporate Advisory Services (WA) Pty Ltd.

       "Preference Shares" means the Class A Preference Share and Class B Preference Share.

       "Proxima" means Proxima Concepts Ltd.

       "Proxima Option" means the option granted by Proxima and where appropriate Phillips to
       Revenir pursuant to the Proxima Option Agreement for Revenir to acquire the remaining 20%
       of the issued capital in Bone from Proxima and if appropriate, Phillips.

       "Proxima Option Agreement" means the option agreement dated 16 June 2004 between
       Proxima, Phillips and Revenir for the grant to Revenir of the Proxima Option.

       "Resolution" means a resolution referred to in the Notice of Meeting.

       "Revenir " means Revenir Limited ABN 70 009 109 755.

       "Share" means a fully paid ordinary share in the capital of Revenir.

       "Share Sale Deed" means the deed for the sale and purchase of shares in the issued capital of
       Bone made 28 May 2004 between Bone, the Bone Vendors, Bluewater, Proxima, Revenir and
       Troika.

       "UK" means United Kingdom.

       "Vaxcine" means Vaxcine Limited a company incorporated in Jersey.




21125900-46c1-4496-8ab3-dab71b06821e.doc         39
                                            SCHEDULE 1

                               OPTION TERMS AND CONDITIONS

                                        REVENIR OPTIONS

The Options are granted subject to the following rights:

(a)     No monies will be payable for the issue of the Options.

(b)     A certificate will be issued for the Revenir Options.

(c)     The Options shall expire on 1st July 2008 ("Expiry Date").

(d)     Subject to condition (k) each Option shall carry the right in favour of the Option holder to
        subscribe for one fully paid ordinary share in the capital of Revenir ("Share"). Options may
        be exercised at anytime after 1st July 2005 and ending on the Expiry Date ("Exercise Period").

(e)     Subject to condition (k) the Shares allotted to option holders on exercise of the Options shall
        be issued at a price of 50 cents each ("Exercise Price").

(f)     Subject to condition (k) the Exercise Price of Shares the subject of the Options shall be
        payable in full on exercise of the Options.

(g)     Options shall be exercisable by the delivery to the registered office on Revenir of a notice in
        writing stating the intention of the Option holder to:

        (i)     exercise all or a specified number of Options; and

        (ii)    pay the subscription monies in full for the exercise of each Option.

        The notice must be accompanied by a Option certificate and a cheque made payable to
        Revenir for the subscription monies for the Shares. An exercise of only some Options shall
        not affect the rights of the Option holder to the balance of the Options held by him.

(h)     Revenir shall allot the resultant Shares and deliver the holding statement within 5 business
        days of the exercise of the Option.

(i)     The Options shall be freely transferable but will not be listed on the Australian Stock
        Exchange Limited.

(j)     Shares allotted pursuant to an exercise of Options shall rank, from the date of allotment,
        equally with existing ordinary fully paid Shares of Revenir in all respects.

(k)     In the case of any entitlements issue (other than a bonus issue) the Exercise Price of the Option
        shall be reduced according to the following formula:

                O' = O - E[P – (S + D)]
                                N=1
        O'      the new exercise price of the Option.

        O       the old exercise price of the Option.

        E       the number of underlying securities into which one Option is exercisable.


21125900-46c1-4496-8ab3-dab71b06821e.doc           40
       P       the average market price per share (weighted by reference to volume) of the
               underlying securities during the 5 trading days ending on the day before the ex-rights
               date or ex-entitlements date.

       S       the subscription price for a security under the pro-rata issue.

       D       the dividend due but not yet paid in the existing underlying securities (except those to
               be issued under the pro-rata issue).

       N       the number of securities with rights or entitlements that must be held to receive a
               rights to one new security.

(l)    In the case of a bonus issue the number of Shares over which the Option is exercisable shall be
       increased by the number of Shares which the Option holder would have received if the Option
       had been exercised before the record date for the bonus issue.

(m)    In the event of any reconstruction (including consolidation, subdivisions, reduction or return)
       of the authorised or issued capital of the Company, the number of the Options or the exercise
       price of the Options or both shall be reconstructed (as appropriate) using the same mechanism
       as adopted in Listing Rules.

(n)    The Options will not give any right to participate in dividends until Shares are allotted
       pursuant to the exercise of the relevant Options.




21125900-46c1-4496-8ab3-dab71b06821e.doc          41
                                           ANNEXURE A

      PART A – TERMS AND CONDITIONS APPLICABLE TO CLASS A PREFERENCE
                                  SHARES

Conversion

1.      On the Conversion Event, the Class A Preference Share may, at the election of the preference
        shareholder, be converted into Ordinary Shares without further payment to Revenir. The right
        to convert under this clause may only be made by the preference shareholder giving written
        notice to that effect to Revenir.

2.      The conversion to Ordinary Shares will, subject to clause 15.2 of the Share Sale Deed, take
        effect immediately on receipt of the written notice referred to in clause 1.

3.      The Class A Preference Share will convert into 10,000,000 Revenir Ordinary Shares which
        shares will rank equally with all other Revenir Ordinary Shares then on issue in Revenir from
        the time the conversion takes effect.

Dividends

4.      Subject to the Corporations Act 2001 (Cth) ("Act") and these terms and conditions, the Class
        A Preference Share carries the right to payment, in priority to the Revenir Ordinary Share, of a
        non-cumulative preferential dividend in the amount of 4% per annum on the Issue Price (on
        the basis that the dividend is not franked).

5.      Dividends shall only be payable if and to the extent there are funds of Revenir legally
        available to pay the dividend.

6.      Dividends on the Class A Preference Share will not be cumulative.

7.      Dividends will be calculated on a daily basis from and including the Allotment Date until and
        including the Dividend Date immediately proceeding the Conversion Date in respect of the
        Class A Preference Share.

8.      The dividends are payable in arrears for each financial year on each 30 September, in resect of
        the period from and including the day after the immediately proceeding Dividend Date up to
        and including 30 June of that year.

9.      Notwithstanding clause 4, upon the conversion of an Class A Preference Share into Ordinary
        Shares, all rights to receive dividends in respect of the Class A Preference Share (including,
        for the avoidance of doubt, any arrears of dividends then owing but not actually paid to the
        holder) shall be extinguished absolutely with effect from the date the Class A Preference Share
        is converted.

Conversion

10.     Revenir shall make the application to have the Ordinary Shares allotted pursuant to the
        conversion of the Class A Preference Share listed for official quotation in accordance with the
        Listing Rules.

11.     Such conversion will not constitute a cancellation, redemption or termination of the Class A
        Preference Share or the issue, allotment or creation of a new share but will be by way of
        variation of the status or and rights attaching to, the Class A Preference Share so that it
        becomes an Ordinary Share.


21125900-46c1-4496-8ab3-dab71b06821e.doc          42
12.    The Class A Preference Share once converted into Ordinary Shares, will rank equally with all
       other Ordinary Shares then on issue from the time the conversion takes effect.

General

13.    The preference shareholder will have no right to vote at any meeting of Revenir except:

       (a)     during a period during which a dividend (or part of a dividend) in respect of the Class
               A Preference Share is in arrears;

       (b)     on a proposal to reduce Revenir‟s share capital;

       (c)     on a resolution to approve the terms of a buy-back agreement;

       (d)     on a proposal that affects right attached to the Class A Preference Share;

       (e)     on a proposal to wind up Revenir;

       (f)     on a proposal for the disposal of the whole of Revenir‟s property, business and
               undertaking; or

       (g)     during the winding up of Revenir,

       in which case, the Class A Preference Share will carry the same right to vote (both on a show
       of hands and on a poll) as an Ordinary Share.

14.    If Revenir is wound up, the Class A Preference Share confers on its holder the right to
       payment of an amount equal to the Issue Price upon allotment, in priority to any payment or
       other distribution on any Ordinary Share. Thereafter, ordinary shareholders and preference
       shareholder will participate equally in any surplus, pro-rata to their shareholding.

15.    If the Revenir Ordinary Shares are reconstructed, consolidated or divided into a greater or
       lesser number of securities, the Class A Preference Share will automatically be reconstructed,
       consolidated or divided (as the case may be) on the same basis.

16.    The rights attaching to the Class A Preference Share will not be deemed to be varied by the
       creation or issue of any shares in Revenir ranking equally with the Class A Preference Share.

17.    The preference shareholder has the same rights as ordinary shareholders as regards receiving
       notices, reports and financial statements, and attending general meetings of Revenir.

Additional Rights

18.    Prior to Conversion Event Revenir may give notice to the holders of Class A Preference Share
       of its intention to redeem the preference shares the subject of the notice and subject to Revenir
       complying with the provisions of the Corporations Act, Revenir can redeem such preference
       shares by payment to the holder of the value of the preference shares held by the holder. The
       value of each preference share is to be determined by the Valuer.

19.    If prior to a Conversion Event Revenir obtains approval to be listed on a recognised stock
       exchange in either England or the United States and it is a condition of admission that Revenir
       not have preference shares on issue then Revenir and the preference shareholder must meet
       and endeavour in good faith to agree on the basis on which each Class A Preference Share,
       Class B Preference Share and Class C Preference Share can be replaced by an option or
       warrant which leaves the preference shareholder in effectively the same position as it enjoys as



21125900-46c1-4496-8ab3-dab71b06821e.doc           43
       a consequence of it holding a Class A Preference Share, Class B Preference Share and Class C
       Preference Share.

20.    In the event Revenir and the preference shareholder cannot reach agreement on the basis for
       replacing the preference share with some other form of security which is acceptable to the
       stock exchange on which Revenir is to be listed yet leaves the parties in generally the same
       position as that they currently enjoy then each of the Company and preference shareholder
       agree to:

       (a)     be bound by an expert the determination of the Valuer; and

       (b)     to promptly do what is necessary to give effect to the determination of the Valuer.

21.    If the Conversion Event for any Class A Preference Share does not occur by the due date
       Revenir may redeem the Class A Preference Share at any time after the due date by the
       payment to the holder of the Class A Preference Share of the Issue Price for the Preference
       Share.

22.    The Class A Preference Share is not transferable unless in the event of death, bankruptcy,
       receiverships or liquidation of the holder.

Definitions

23.    The following terms have the following meanings:

       "Allotment Date" means the date of allotment of the Class A Preference Share;

       "ASX" means Australian Stock Exchange Limited;

       "Business Day" means a weekday on which trading banks are open for business in Perth,
       Western Australia;

       "Class A Revenir Preference Share" means a preference share in the capital of Revenir on
       the terms and conditions set out above;

       "Class C Revenir Preference Share" means a preference share in the capital of Revenir on
       the terms and conditions set out in the Explanatory Memorandum;

       "Conversion Date" means the date on which a Class A Preference Share is converted into
       Ordinary Shares in accordance with clause 8;

       "Conversion Event" means when Revenir achieves both of the following:

       (a)     Bone receiving a positive human clinical result for the Project; or

       (b)     the market potential for the Project after the satisfaction of the condition in paragraph
               (a) being greater than $100,000,000,

       occurring within 3 years of the date of issue of the Class A Preference Share;

       "Dividend Date" means each date on which dividends are paid in accordance with clause 5;

       "Issue Price" means the issue price of the Revenir Preference Shares, being $0.01 (or 1 cent)
       each;

       "Listing Rules" means the Listing Rules of the ASX from time to time;


21125900-46c1-4496-8ab3-dab71b06821e.doc          44
       "Market Capitalisation" has the meaning given in the Listing Rules;

       "Ordinary Shares" means ordinary fully paid shares in Revenir;

       "positive human clinical result" means achievement of relevant positive results in a human
       clinical study as defined on a project by project basis and reported in the laboratory (or study)
       report as appropriate and signed by the laboratory or contract research organisation. For
       example, a positive human clinical result would be conclusively evidenced by the reporting of
       measurable blood levels of salmon calcitonin (or reduction in bone turnover markers) for
       project BN002, or parathyroid hormone (for project BN003), or a reduction in circulating TNF
       alpha (for project BN006) in human subjects;

       "Trading Days" has the meaning given in the Listing Rules; and

       "Valuer" means a firm of chartered accountants nominated by the Company to carry out the
       determination referred to in clauses 18 and 20.




21125900-46c1-4496-8ab3-dab71b06821e.doc          45
                                          ANNEXURE B

      PART A – TERMS AND CONDITIONS APPLICABLE TO CLASS B PREFERENCE
                                  SHARES

Conversion

1.     On the Conversion Event, the Class B Preference Share may, at the election of the preference
       shareholder, be converted into Ordinary Shares without further payment to Revenir. The right
       to convert under this clause may only be made by the preference shareholder giving written
       notice to that effect to Revenir.

2.     The conversion to Ordinary Shares will, subject to clause 15.2 of the Share Sale Deed, take
       effect immediately on receipt of the written notice referred to in clause 1.

3.     The Class B Preference Share will convert into Revenir Ordinary Share which shares will rank
       equally with all other Revenir Ordinary Shares then on issue in Revenir from the time the
       conversion takes effect.

Dividends

4.     Subject to the Corporations Act 2001 (Cth) ("Act") and these terms and conditions, the Class
       B Preference Share carries the right to payment, in priority to the Revenir Ordinary Share, of a
       non-cumulative preferential dividend in the amount of 4% per annum on the Issue Price (on
       the basis that the dividend is not franked).

5.     Dividends shall only be payable if and to the extent there are funds of Revenir legally
       available to pay the dividend.

6.     Dividends on the Class B Preference Share will not be cumulative.

7.     Dividends will be calculated on a daily basis from and including the Allotment Date until and
       including the Dividend Date immediately proceeding the Conversion Date in respect of the
       Class B Preference Share.

8.     The dividends are payable in arrears for each financial year on each 30 September, in resect of
       the period from and including the day after the immediately proceeding Dividend Date up to
       and including 30 June of that year.

9.     Notwithstanding clause 4, upon the conversion of an Class B Preference Share into Ordinary
       Shares, all rights to receive dividends in respect of the Class B Preference Share (including,
       for the avoidance of doubt, any arrears of dividends then owing but not actually paid to the
       holder) shall be extinguished absolutely with effect from the date the Class B Preference Share
       is converted.

Conversion

10.    Revenir shall make the application to have the Ordinary Shares allotted pursuant to the
       conversion of the Class B Preference Share listed for official quotation in accordance with the
       Listing Rules.

11.    Such conversion will not constitute a cancellation, redemption or termination of the Class B
       Preference Share or the issue, allotment or creation of a new share but will be by way of
       variation of the status or and rights attaching to, the Class B Preference Share so that it
       becomes an Ordinary Share.


21125900-46c1-4496-8ab3-dab71b06821e.doc         46
12.    The Class B Preference Share once converted into Ordinary Shares, will rank equally with all
       other Ordinary Shares then on issue from the time the conversion takes effect.

General

13.    The preference shareholder will have no right to vote at any meeting of Revenir except:

       (a)     during a period during which a dividend (or part of a dividend) in respect of the Class
               B Preference Share is in arrears;

       (b)     on a proposal to reduce Revenir‟s share capital;

       (c)     on a resolution to approve the terms of a buy-back agreement;

       (d)     on a proposal that affects right attached to the Class B Preference Share;

       (e)     on a proposal to wind up Revenir;

       (f)     on a proposal for the disposal of the whole of Revenir‟s property, business and
               undertaking; or

       (g)     during the winding up of Revenir,

       in which case, the Class B Preference Share will carry the same right to vote (both on a show
       of hands and on a poll) as an Ordinary Share.

14.    If Revenir is wound up, the Class B Preference Share confers on its holder the right to
       payment of an amount equal to the Issue Price upon allotment, in priority to any payment or
       other distribution on any Ordinary Share. Thereafter, ordinary shareholders and preference
       shareholder will participate equally in any surplus, pro-rata to their shareholding.

15.    If the Revenir Ordinary Shares are reconstructed, consolidated or divided into a greater or
       lesser number of securities, the Class B Preference Share will automatically be reconstructed,
       consolidated or divided (as the case may be) on the same basis.

16.    The rights attaching to the Class B Preference Share will not be deemed to be varied by the
       creation or issue of any shares in Revenir ranking equally with the Class B Preference Share.

17.    The preference shareholder has the same rights as ordinary shareholders as regards receiving
       notices, reports and financial statements, and attending general meetings of Revenir.

Additional Rights

18.    Prior to Conversion Event Revenir may give notice to the holder of Class B Preference Shares
       of its intention to redeem the preference shares the subject of the notice and subject to Revenir
       complying with the provisions of the Corporations Act, Revenir can redeem such preference
       shares by payment to the holder of the value of the preference shares held by the holder. The
       value of each preference share is to be determine by the Valuer.

19.    If prior to a Conversion Event Revenir obtains approval to be listed on a recognised stock
       exchange in either England or the United States and it is a condition of admission that Revenir
       not have preference shares on issue then Revenir and the preference shareholder must meet
       and endeavour in good faith to agree on the basis on which each Class A Preference Share,
       Class B Preference Share and Class C Preference Share can be replaced by an option or
       warrant which leaves the preference shareholder in effectively the same position as it enjoys as



21125900-46c1-4496-8ab3-dab71b06821e.doc           47
       a consequence of it holding a Class A Preference Share, Class B Preference Share and Class C
       Preference Share.

20.    In the event Revenir and the preference shareholder cannot reach agreement on the basis for
       replacing the preference share with some other form of security which is acceptable to the
       stock exchange on which Revenir is to be listed yet leaves the parties in generally the same
       position as that they currently enjoy then each of the Company and preference shareholder
       agree to:

       (a)    be bound by an expert the determination of the Valuer; and

       (b)    to promptly do what is necessary to give effect to the determination of the Valuer.

21.    If the Conversion Event for any Class B Preference Share does not occur by the due date
       Revenir may redeem the Class B Preference Share at any time after the due date by the
       payment to the holder of each Class B Preference Share of $0.001 per Class B Preference
       Share rounded up to the nearest 1 cent for the number of Class B Preference Shares held.

22.    Each Class B Preference Share is not transferable unless in the event of death, bankruptcy,
       receivership or liquidation of the holder.

Definitions

23.    The following terms have the following meanings:

       "Allotment Date" means the date of allotment of the Class B Preference Share;

       "ASX" means Australian Stock Exchange Limited;

       "Business Day" means a weekday on which trading banks are open for business in Perth,
       Western Australia;

       "Class B Revenir Preference Share" means a preference share in the capital of Revenir on
       the terms and conditions set out above;

       "Class C Revenir Preference Share" means a preference share in the capital of Revenir on
       the terms and conditions set out in the Explanatory Memorandum;

       "Conversion Date" means the date on which a Class B Preference Share is converted into
       Ordinary Shares in accordance with clause 8;

       "Conversion Event" means when Revenir achieves a Market Capitalisation of Revenir
       exceeding $80,000,000 for 5 Trading Days in any calendar month with 3 years of the date of
       issue of the Class B Preference Share;

       "Dividend Date" means each date on which dividends are paid in accordance with clause 5;

       "Issue Price" means the issue price of the Revenir Preference Shares, being $0.01 (or 1 cent)
       each;

       "Listing Rules" means the Listing Rules of the ASX from time to time;

       "Market Capitalisation" has the meaning given in the Listing Rules;

       "Ordinary Shares" means ordinary fully paid shares in Revenir;



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       "Trading Days" has the meaning given in the Listing Rules; and

       "Valuer" means a firm of chartered accountants nominated by the Company to carry out the
       determination referred to in clauses 18 and 20.




21125900-46c1-4496-8ab3-dab71b06821e.doc       49
                                           ANNEXURE C

      PART A – TERMS AND CONDITIONS APPLICABLE TO CLASS C PREFERENCE
                                  SHARES

Conversion

1.      On the Conversion Event, the Class C Preference Share may, at the election of the preference
        shareholder, be converted into Ordinary Shares without further payment to Revenir. The right
        to convert under this clause may only be made by the preference shareholder giving written
        notice to that effect to Revenir.

2.      The conversion to Ordinary Shares will, subject to clause 15.2 of the Share Sale Deed, take
        effect immediately on receipt of the written notice referred to in clause 1.

3.      The Class C Preference Share will convert into Revenir Ordinary Shares which shares will
        rank equally with all other Revenir Ordinary Shares then on issue in Revenir from the time the
        conversion takes effect.

Dividends

4.      Subject to the Corporations Act 2001 (Cth) ("Act") and these terms and conditions, the Class
        C Preference Share carries the right to payment, in priority to the Revenir Ordinary Share, of a
        non-cumulative preferential dividend in the amount of 4% per annum on the Issue Price (on
        the basis that the dividend is not franked).

5.      Dividends shall only be payable if and to the extent there are funds of Revenir legally
        available to pay the dividend.

6.      Dividends on the Class C Preference Share will not be cumulative.

7.      Dividends will be calculated on a daily basis from and including the Allotment Date until and
        including the Dividend Date immediately proceeding the Conversion Date in respect of the
        Class C Preference Share.

8.      The dividends are payable in arrears for each financial year on each 30 September, in resect of
        the period from and including the day after the immediately proceeding Dividend Date up to
        and including 30 June of that year.

9.      Notwithstanding clause 4, upon the conversion of an Class C Preference Share into Ordinary
        Shares, all rights to receive dividends in respect of the Class C Preference Share (including,
        for the avoidance of doubt, any arrears of dividends then owing but not actually paid to the
        holder) shall be extinguished absolutely with effect from the date the Class C Preference Share
        is converted.

Conversion

10.     Revenir shall make the application to have the Ordinary Shares allotted pursuant to the
        conversion of the Class C Preference Share listed for official quotation in accordance with the
        Listing Rules.

11.     Such conversion will not constitute a cancellation, redemption or termination of the Class C
        Preference Share or the issue, allotment or creation of a new share but will be by way of
        variation of the status or and rights attaching to, the Class C Preference Share so that it
        becomes an Ordinary Share.


21125900-46c1-4496-8ab3-dab71b06821e.doc          50
12.    The Class C Preference Share once converted into Ordinary Shares, will rank equally with all
       other Ordinary Shares then on issue from the time the conversion takes effect.

General

13.    The preference shareholder will have no right to vote at any meeting of Revenir except:

       (a)     during a period during which a dividend (or part of a dividend) in respect of the Class
               C Preference Share is in arrears;

       (b)     on a proposal to reduce Revenir‟s share capital;

       (c)     on a resolution to approve the terms of a buy-back agreement;

       (d)     on a proposal that affects right attached to the Class C Preference Share;

       (e)     on a proposal to wind up Revenir;

       (f)     on a proposal for the disposal of the whole of Revenir‟s property, business and
               undertaking; or

       (g)     during the winding up of Revenir,

       in which case, the Class C Preference Share will carry the same right to vote (both on a show
       of hands and on a poll) as an Ordinary Share.

14.    If Revenir is wound up, the Class C Preference Share confers on its holder the right to
       payment of an amount equal to the Issue Price upon allotment, in priority to any payment or
       other distribution on any Ordinary Share. Thereafter, ordinary shareholders and preference
       shareholder will participate equally in any surplus, pro-rata to their shareholding.

15.    If the Revenir Ordinary Shares are reconstructed, consolidated or divided into a greater or
       lesser number of securities, the Class C Preference Share will automatically be reconstructed,
       consolidated or divided (as the case may be) on the same basis.

16.    The rights attaching to the Class C Preference Share will not be deemed to be varied by the
       creation or issue of any shares in Revenir ranking equally with the Class C Preference Share.

17.    The preference shareholder has the same rights as ordinary shareholders as regards receiving
       notices, reports and financial statements, and attending general meetings of Revenir.

Additional Rights

18.    Prior to Conversion Event Revenir may give notice to the holders of Class C Preference
       Shares of its intention to redeem the preference shares the subject of the notice and subject to
       Revenir complying with the provisions of the Corporations Act, Revenir can redeem such
       preference shares by payment to the holder of the value of the preference shares held by the
       holder. The value of each preference share is to be determined by the Valuer.

19.    If prior to a Conversion Event Revenir obtains approval to be listed on a recognised stock
       exchange in either England or the United States and it is a condition of admission that Revenir
       not have preference shares on issue then Revenir and the preference shareholder must meet
       and endeavour in good faith to agree on the basis on which each Class A Preference Share,
       Class B Preference Share and Class C Preference Share can be replaced by an option or
       warrant which leaves the preference shareholder in effectively the same position as it enjoys as



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       a consequence of it holding a Class A Preference Share, Class B Preference Share and Class C
       Preference Share.

20.    In the event Revenir and the preference shareholder cannot reach agreement on the basis for
       replacing the preference share with some other form of security which is acceptable to the
       stock exchange on which Revenir is to be listed yet leaves the parties in generally the same
       position as that they currently enjoy then each of the Company and preference shareholder
       agree to:

       (a)     be bound by an expert the determination of the Valuer; and

       (b)     to promptly do what is necessary to give effect to the determination of the Valuer.

21.    If the Conversion Event for any Class C Preference Share does not occur by the due date
       Revenir may redeem the Class C Preference Share at any time after the due date by the
       payment to the holder of each Class C Preference Share of $0.001 per Class C Preference
       Share rounded up to the nearest 1 cent for the number of Class C Preference Shares held.

22.    The Class C Preference Share is not transferable unless in the event of death, bankruptcy,
       receivership or liquidation of the holder.

Definitions

23.    The following terms have the following meanings:

       "Allotment Date" means the date of allotment of the Class C Preference Share;

       "ASX" means Australian Stock Exchange Limited;

       "Business Day" means a weekday on which trading banks are open for business in Perth,
       Western Australia;

       "Class C Revenir Preference Share" means a preference share in the capital of Revenir on
       the terms and conditions set out in the Explanatory Memorandum;

       "Conversion Date" means the date on which a Class C Preference Share is converted into
       Ordinary Shares in accordance with clause 8;

       "Conversion Event" means Revenir receiving for any Project produced as a result of Bone‟s
       conduct of any one of the following:

       (a)     approval to market from a Member of State of the European Union; or

       (b)     approval to market from the US Food & Drug Administration,

       within 7 years of the date of issue of the Class C Preference Share;

       "Dividend Date" means each date on which dividends are paid in accordance with clause 5;

       "Issue Price" means the issue price of the Revenir Preference Shares, being $0.01 (or 1 cent)
       each;

       "Listing Rules" means the Listing Rules of the ASX from time to time;

       "Market Capitalisation" has the meaning given in the Listing Rules;



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       "Ordinary Shares" means ordinary fully paid shares in Revenir;

       "Trading Days" has the meaning given in the Listing Rules; and

       "Valuer" means a firm of chartered accountants nominated by the Company to carry out the
       determination referred to in clauses 18 and 20.




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                                      ANNEXURE D

                                     BONE VENDORS

 Atlis Holdings Pty Ltd
 Auita Pty Ltd
 Barry Sullivan
 C.P.P. Pty Ltd
 CC & PC Perrott ATF CC & PC Perrott Superannuation Fund
 Dalton Leslie Gooding
 David Stoup
 Dr James Neil Phillips (The Taliesin Trust) & Mrs Sarah Louise Phillips
 Dr Melinda Fitzgerald
 Duncraig Investments Services Pty Ltd <M Perrott Account
 Gerald Russell
 Glen Nicholas Travers
 Hall Phoenix Inwood Ltd
 HJ & M Bombara ATF The Bombara Retirement Fund
 James Neil Phillips
 JR & JE Frame ATF Lanquedoc Superannuation Fund
 Gwenny Ivory
 Leon Ivory
 Mr David Anthony and Mrs Noeline Ann Kennedy <David Kennedy Superannuation
 A/C>
 Mr Max & Mrs Patricia Phillips & Mrs Alison Whittaker
 Mr Paul Alan Krikler
 Neilson Smith Nominees Pty Ltd
 Oak Trust (Guernsey) Limited
 The Lord Colwyn
 Proxima Concepts Ltd




21125900-46c1-4496-8ab3-dab71b06821e.doc   54

				
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Description: Deed of Sale of Share of Company document sample