Admission to AIM-Replacement

Seeing Machines Limited
01 December 2005

This announcement replaces the RNS announcement (reference number 9511U)
released at 07:00am on 1 December 2005.  The number of Ordinary Shares in issue
prior to admission should have read 191,212,874.  The full amended press release
is below:



1st December 2005




                            Seeing Machines Limited

                          Placing and Admission to AIM



Seeing Machines Limited ('Seeing Machines' or 'the Company') announces it has
today commenced trading on AIM (TIDM: SEE) following the successful placing of
55 million Placing Shares at 3p to raise approximately £1.65 million gross.
Insinger de Beaufort acted as Nominated Adviser and Broker.



Key Statistics

Placing Price                                                                                                3p
Number of Ordinary Shares in issue immediately prior to Admission                                   191,212,874
Number of Ordinary Shares to be conditionally issued on Admission                                     8,787,129
Number of Placing Shares                                                                             55,058,328
Number of Ordinary Shares in issue immediately following Admission (including the Placing
Shares)                                                                                             255,058,331
Placing Shares as a percentage of the Enlarged Share Capital                                             21.59%
Market capitalisation of the Company at the Placing Price on Admission                                   £7.65m
Estimated net proceeds of the Placing receivable by the Company                                          £1.25m



The principal activity of the Company is the development of computer vision
processing technologies that allow machines to see and track human faces and
moving objects.  These technologies are used in the development of new products
and applications that range from devices to improve road safety and save lives
to those that can detect and manage eye disease and prevent loss of eyesight.



The proceeds of the Placing will be used to:

•         implement product development opportunities in global automotive,
          transport and healthcare markets;

•         fund further development of the existing technology portfolio;

•         investigate and progress the commercialisation of opportunities in new
          markets such as entertainment, robotics and security;

•         expand the sales team and establish a European office; and

•         for general working capital purposes.



Seeing Machines is based at the Australian National University Campus in
Canberra.  It was incorporated in July 2000 and commenced trading in November
2000 in order to commercialise research into vision-based human-machine
interfaces that had been jointly undertaken since 1997 by Volvo Technology in
Sweden and researchers at the Australian National University.  The aim of this
research was to develop technologies that enable computers to detect, track and
interpret human faces and facial features.  The initial goal was to improve
driver safety and reduce transport accidents by using real-time tracking of
head-pose, gaze direction and eyelid behaviour to monitor driver fatigue,
distraction or inattention, and these ambitions were initially realized through
the development of the faceLABTM product as a measurement and design tool.



The Company's focus today is on deploying its computer vision technologies,
predominantly in Europe, the United States and Japan, in:



•         human performance measurement, using its faceLABTM product;

•         driver safety products for automotive and other transport markets;

•         vision-testing devices for healthcare markets, including a new
          objective method for diagnosing and managing glaucoma; and

•         new products in sports, entertainment, robotics and security markets.



Seeing Machines aims to be the world's leading provider of computer vision
processing technologies.  The Company's business strategy is to deliver strong
revenue streams and profit growth through licensing its vision processing
technologies for use in high value products.  The Company is prioritising
high-volume, global markets with a strong demand for technology-based
improvements to achieve better safety or quality of life, particularly in the
areas of road and transport safety and the management of eye diseases.  Seeing
Machines has already worked with leading automotive manufacturers including
Volvo, Jaguar, Toyota, Ford, Nissan, Honda and Daimler Chrysler, as well as
supplying its faceLABTM product for academic research to, inter alia, New York
University, Australian National University and Tokyo Denki University,



Seeing Machines has a highly experienced Board, including:



•         (James) Fulton Muir, non-executive Chairman -- has held senior
positions in Australian banks, as well as having a distinguished career in
banking, government and international relations;

•         Nick Cerneaz, Chief Executive Officer - significant experience of
developing and commercialising medical software and devices, most recently as
Chief Operations Officer and previously Vice-President of Engineering at Mirada
Solutions Ltd, a UK-based medical software company spun out of Oxford
University;

•         Alexander Zelinsky, Chief Technology Officer - Co-founder of Seeing
Machines and formerly Professor and Head of Department of Systems Engineering at
the Australian National University;

•         Anthony Kinnear, non-executive - former Chief Executive of LexisNexis
Australia and Chief Executive of SoftLaw Corporation Limited, an expert systems
software and related services supplier;

•         Trent Victor, non-executive - senior specialist in the Driver
Awareness product area at Volvo Technology;

•         David Gaul, non-executive - co-founder and President of CEA
Technologies, a company that designs and develops radar and communications
technology; and

•         Rob Sale, non-executive - has a long track-record of success in
establishing and developing technology start-ups and is a member of CSIRO, one
of Australia's largest and most diverse scientific and research organisations.



The Company's senior engineering and management personnel has extensive
experience in computer sciences, robotics, systems engineering, medical devices
and visual sciences.



Nick Cerneaz, Chief Executive of Seeing Machines, commented: 'The Placing and
Admission to AIM are important steps for our Company.  Listing will raise our
profile and that of our projects, as well as widening the shareholder base.  Our
London listing and the establishment of an enhanced European presence will
significantly improve our ability to serve our existing and our future customer
base.'



Copies of the Admission document are available free of charge to the public at
offices of Insinger de Beaufort, 131 Finsbury Pavement, London EC2A 1NT and of
the Company's UK solicitors, Lawrence Graham LLP, 190 Strand, London WC2R 1JN
during normal business hours on any business day (Saturdays and public holidays
excepted) from the date of this document for a period of one month following
Admission.



- ends -



Enquiries:


Seeing Machines Limited                Insinger de Beaufort            Parkgreen Communications
Nick Cerneaz, CEO                      Simon Fox                       Justine Howarth /

                                                                       Victoria Thomas
[phone]                   [phone]            [phone]
www.seeingmachines.com



Notes to editors



About Seeing Machines Limited



Seeing Machines is an award winning Technology Company which focuses on vision
based human machine interfaces.  Formed in 2000 in Canberra, Australia, Seeing
Machines' purpose is to commercialise its computer-vision across a range of
industries and applications.



Seeing Machines deliver advanced computer vision solutions for researches and
developer in human factors, transportation safety, computer human interaction,
robotics, medical research and psychology.  The flagship product faceLABTM
provides an automated and contact-free gaze and head tracking technology, it
solves the problem of observing human behaviour naturally, non-intrusively and
with a high degree of accuracy and usability.

faceLABTM is a computer vision system that is able to measure the orientation
and position of a human head, as well as detect blinks and estimate
gaze-direction. It achieves all of this completely visually through a stereo
camera system connected to advanced image processing software, with no
attachments required on the subject.  The product is designed to allow human
factors researchers and designers assess the interaction of an operator in an
environment and this finds application in designing operator environments, such
as cockpits for cars, trucks, trains, and aeroplanes for instance, and other
industrial design applications, as well as medical and psychological research
situations.  The technology also has application in monitoring automobile
drivers and if it detects drowsiness or that the driver is distracted and their
attention has been diverted from the road, an alarm can be raised to alert the
driver to either pull over and rest in the case of drowsiness or to pay more
attention to the road.

faceLABTM works in real-time, taking 60 measurement samples every second,
enabling the behaviour of a subject to be tracked.  This technology is paving
the way in promoting safer driving conditions and works to enhance the driving
experience and to eliminate accidents caused through driver drowsiness or
distraction.

There are many different sectors that can benefit from this revolutionary
software, for which it has been developed, including: automotive; academic
research; medicine/healthcare; defence; autostereoscopy (next generation
displays); sport; and games.



Seeing Machines is currently working with the Australian National University to
enable a new objective method for diagnosing and managing glaucoma, a leading
source of blindness.  This technology could complement or replace existing
visual field testing devices used by more than 70,000 ophthalmologists globally
and may have application in detecting other eye and neurological diseases.
Seeing Machines is developing a technology based on a completely objective
method that uses an involuntary physiological response.  This has the potential
to become a 'gold standard' in the diagnosis and management of glaucoma to
derive reliable, repeatable results and greater diagnostic accuracy.





Board of Directors



(James) Fulton Muir, AO (Non-executive Chairman), aged 75, has a distinguished
career in banking, government and international relations.  He has held senior
positions in major Australian banks including Westpac and St George.  He has
been the New South Wales State Government Commissioner for North America, and
also economic adviser to the Chief Minister of Australian Capital Territory
Government.  He is a Director of several companies and also holds several roles
with the Australian National University, including Member of the University
Council and Chair of Finance Committee.  Fulton was appointed an Officer of the
Order of Australia (AO) for Services to Commerce and the Community in 1992.



Nick Cerneaz, B.Sc., B.E.(Hons), D.Phil (Chief Executive Officer), aged 39.
Nick, A Rhodes Scholar and University Medallist, joined Seeing Machines in 2005
to take responsibility for the commmercialisation of the Company's glaucoma
diagnostic technology.  Nick brings to Seeing Machines significant industry
experience developing and commercializing medical software and devices.  Most
recently Nick was the Chief Operations Officer, and formerly Vice President, of
Engineering at Mirada Solutions Limited ('Mirada') a UK based medical software
company spun out from Oxford University in 1997.  Nick was instrumental in
building Mirada from its start-up origins through to a trade sale to CTI
Molecular Imaging, which was itself recently acquired by Siemens Medical
Systems, Inc.



Alexander Zelinsky, Ph.D., Bmath., SMIEEE, FTSE (Non executive), aged 45.  Prior
to co-founding Seeing Machines, Alex was Professor and Head of Department of
Systems Engineering at the Australian National University.  Alex is extensively
published and is internationally recognised as a leader in the fields of
robotics and computer vision.  He has worked in the computer industry and has
had extensive international experience as a project leader developing cutting
edge technology.  Alex has received numerous international awards and
recognition for his work.  In May 2005 Alex received the prestigious Australian
Academy of Technological Sciences and Engineering Clunies Ross Award for
outstanding personal commitment over an extended period of time to successful
innovation involving the application of science and technology for the benefit
of Australia.  Alex is also Chief Technology Officer to the Company.



Anthony Kinnear, BA (Hons), LLB (Non executive), aged 40.  Anthony has over 10
years public company experience in running and growing information and
technology businesses.  Anthony was Chief Executive Officer of SoftLaw
Corporation Limited ('SoftLaw'), an Australian technology company that provides
expert systems software and related services to government markets.  Anthony led
SoftLaw through a major phase in its commercial and corporate development,
including its listing on the Australian Stock Exchange in December 2001,
successfully establishing international operations in London and Washington
D.C., and negotiating major technology licensing contracts with government
agencies in Australia and the UK.  Prior to this, Anthony also enjoyed a seven
year career with Reed Elsevier plc in the Asia Pacific region, ultimately as
Chief Executive of LexisNexis Australia (formerly known as Butterworths) and,
concurrently, Regional Director of the New Zealand and Asian operations of the
business.



Trent Victor, M.Sc. (Non executive), aged 37.  Trent is Product Area Manager for
Driver Environment at Volvo Technology.  Volvo Technology is a research and
innovation company in the Volvo Group where new technologies, products and
businesses are developed.  Trent is responsible for co-ordination of research,
innovation and product integration in the driver's environment.  He also has
specific expertise in driver awareness products, such as drowsiness alert,
distraction alert, interaction support (workload management),
attention-sensitive driving support, impairment detection and distraction
evaluation tools.  Trent has been the key person behind Volvo's involvement in
Seeing Machines, ever since Volvo's first research contract with the Australian
National University in the 1990s.



David Gaul, (Non executive), aged 59.  David is co-founder and President of CEA
Technologies, a highly successful technology company that designs and develops
radar and communications technology.  David was the Australian Technology
Entrepreneur of the Year in 2003 and has over 20 year experience in high-tech
commercialism.  David is a founding fellow of the Australian Institute of
Company Directors.  David is the uncle of Seeing Machines co-founder Tim
Edwards.



Rob Sale, (Non executive), aged 38.  Rob has a long track record of success in
establishing and developing technology start-ups.  He Grew Abacus Data Systems,
an Australian IT services and software development company from 20 to over 100
staff and contractors, ultimately negotiating the sale of the business in 1999.
Rob is a member of the CSIRO Sector Advisory Committee on Information
Technology, Communications and Services.  CSIRO is one of Australia's largest
and most diverse scientific and research organizations.






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