RICHARD CHANDLER ESSAY, page-3

Made me want to go back and check on the CR agreement. I would take it that at current share prices, all those (1:4) free attached 0.15c options would be exercised. That would take Clermont's holding to almost 18.75% of the company.

Would the company have breached some ASX rule over the amount of new equity to be issued within a particular time frame if it had issued the 6m options at the same price to Mr Lurie as well? Even with shareholder approval? I don't know enough about the rules and regulations. Or would it have materially changed the situation of the company on which the agreement was struck?

Certainly makes for some interesting speculation now that they have appointed a director and the share price has appreciated so much. Has Clermont group given OIL a halo of respectability that has attracted other investors?

" OptiScan advises that it has now received binding commitments from sophisticated and professional
investors (Placement) for 118,951,500 fully paid ordinary shares (Placement Shares) to be issued at an issue
price of $0.0825 (8.25 cents) per share, raising $9,813,499 before costs.
The Company has utilised its placement capacity in accordance with ASX Listings rules 7.1 and 7.1A to issue
the Placement shares with 71,173,620 Placement Shares being issued in accordance with its 7.1 capacity
and 47,777,880 Placement Shares being issued with its 7.1A capacity. The Placement Shares will be issued
at a 16% discount to the 15 day trading volume weighted average price of shares (VWAP) prior to the trading
halt.

For every four Placement Shares, the Company proposes to grant one free attaching option, exercisable at $0.15 (15 cents) per option, each option entitling the holder to subscribe for one fully paid ordinary share and with an expiry date of 30 months from the date of issue (Placement Option).

The issue of the Placement Options will be subject to shareholder approval at the upcoming AGM on or about November 26.

As part of the Placement, the Company has entered into a binding Subscription Agreement (Agreement)
with Orchid Capital Investments Pte. Ltd (Clermont), a Singapore incorporated entity which is a member
and investment vehicle of the Clermont group of entities (Clermont Group). Clermont will be a cornerstone
investor in the Placement and has applied for up to approximately $7,382,513 (89,485,000 fully paid
ordinary shares), subject to the final number of Placement Shares issued. The application by the
cornerstone investor is for 15.00% of total issued ordinary shares in the Company immediately following Clermont’s subscription. Clermont will have the right (but not the obligation) to appoint one non-executive Director to the board of OptiScan pursuant to the Agreement, subject to maintaining at least a 10% interest in the Company"