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Virotec Intl Ld (VTI)

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Thursday 25 November, 2004

Virotec Intl Ld

Sale of HydroDec Technology

Virotec International Ld
25 November 2004

25 November 2004

                         Sale of HydroDecTM Technology

The Board of Virotec International Ltd ('Virotec')(ASX/AIM: VTI) is pleased to
announce that Vert-eco Group plc ('Vert-eco')(AIM: VRT), a UK based and AIM
listed public company, has satisfactorily completed due diligence and the
Vert-eco Board has formally agreed to the acquisition of Virotec's wholly owned
subsidiary, HydroDec Development Corporation Pty Ltd ('HydroDec').

Furthermore, the Directors of Vert-eco have called an Extraordinary General
Meeting and will unanimously recommend that Vert-eco Shareholders vote, inter
alia, in favour of:

 1.An ordinary resolution to approve the acquisition of HydroDec from Virotec
    including an issue of shares to Virotec; and
 2.A special resolution to change the name of the Company to HydroDec Group plc.

Consideration for the sale is approximately £7 million (approximately A$18
million), to be satisfied as follows:
 1. The issue of 60,000,000 shares in Vert-eco at 10p per share (which will
    represent approximately 38% of the expanded capital of Vert-eco); and
 2. Cash payments totalling £1.0Million (approx. A$2.52 Million) to be
    satisfied by:
    a) Cash consideration of £500,000 (approx. A$1.26 million); and
    b) The repayment of up to £500,000 (approx. $A1.26 million) of debt
       due from HydroDec to Virotec.

In addition, Virotec retains its ongoing royalty from HydroDec of 5 per cent of
its gross revenue. Virotec will also appoint two directors to the Board of

Virotec Chairman Mr Sheeran states, 'This transaction signifies the first major
demonstration of Virotec's corporate objectives as outlined to shareholders in
2002. Virotec has taken a technology, successfully consolidated and
commercialised that technology, and has now sought an appropriate avenue for
international expansion of the technology, while maintaining a significant 
ongoing interest in the technology. Virotec is committed to continuing to 
deliver its range of technologies worldwide by way of partnering and looks 
forward to successfully expanding more of its developing technologies in the 
near future.'

Today's agreement follows the announcement released on 1 October 2004 wherein
Virotec advised that it had agreed a non-binding heads of agreement with
Vert-eco for the sale of HydroDec to Vert-eco.

The Agreement is subject to a number of commercial conditions, the most 
significant being the approval of Vert-eco shareholders as noted above. The 
meeting of Vert-eco shareholders will be held on 20 December 2004. Vert-eco's
announcement in relation to this transaction can be viewed on the London Stock
Exchange website ( by searching for news under the
code 'VRT'.

Virotec Chairman Mr Brian Sheeran concludes 'We are very happy with the Ag
reement with Vert-eco. We look forward to developing a mutually beneficial
relationship and to capitalising on our operating synergies. This transaction
meets all of Virotec's agendas. It repays Virotec's outstanding loans and
provides a significant ongoing interest in the upside of the HydroDecTM 
technology by way of its shareholding in Vert-eco and ongoing royalty from 
HydroDec's business activities. The sale also provides for a well funded, 
dedicated structure and management for the commercial advancement of the 
HydroDecTM technology'.

For more information in relation to Virotec, please telephone +617 5530 8014 or

Notes on the HydroDecTM Technology:

HydroDecTM technology was developed over 12 years by Australia's Commonwealth
Scientific and Industrial Research Organization ('CSIRO'). The fundamental key
to HydroDec's success is the HydroDec hydrogenation reactor (a patented
modification of known oil refining technology). Essentially, 'dirty' feed oil is
passed through the HydroDec reactor under controlled conditions, contaminants
are destroyed, and a 'clean' feed oil is produced.

The reactor can be used as an oil re-refining system and/or a hazardous waste
treatment system to destroy Persistant Organic Pollutants 'POPS' (PCB, DDT, PCP,
HCB and dioxins). When used to re-refine transformer oils, the re-refined
HydroDec Superfine oil meets 'as new' specifications. When used to destroy
POP's, all POP's can be treated and virtually all the POP contaminant is

In operation, there are no chlorinated or halogenated products or noxious by
products from the process. The primary reactions occur in a closed loop. There
are no combustion processes and no potential hazardous emission points from the
process. Unlike incineration, the HydroDec process prevents the formation of
dioxins or other hazardous by products. Being based upon standard oil refinery
hydrotreatment processes and engineering, HydroDec's process parameters are
proven, reliable and scalable.

HydroDec Development Corporation Pty Ltd is the holder of a world wide exclusive
licence for marketing and distribution of the HydroDecTM Technology.

                            Virotec International Ltd
                               ABN 81 004 801 398
                                   PO Box 188
                            Sanctuary Cove QLD 4212

                      This information is provided by RNS
            The company news service from the London Stock Exchange