Anteris Technologies Global Corp. — Capital/Financing Update 2010

Feb 24, 2010

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Innovative BioMedical Devices

Level 11, 225 St Georges Terrace Telephone (08) 9262 6777 bioMD Limited ABN 35 088 221 078 Facsimile (08) 9322 3433 Perth, Western Australia 6000 PO Box 7209, Cloisters Square www.biomd.com.au Western Australia 6850

ANNOUNCEMENT TO THE AUSTRALIAN STOCK EXCHANGE

1 of 33 pages

25 February 2010

Company Announcements Office Australian Stock Exchange Limited 10[th] Floor, 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

NON-RENOUNCEABLE RIGHTS ISSUE OF OPTIONS

The Directors of bioMD Ltd wish to announce that it has today lodged with ASIC an Offer Document for a pro-rata non-renounceable issue on the basis of 2 new options for every 3 shares held at an issue price of 1.5 cents per option to raise approximately $1.3 million.

The issue is fully underwritten by Bell Potter Securities Limited.

This rights issue replaces the capital raising initiative approved by shareholders at the EGM held on 10 December 2009, in order to allow all eligible shareholders to participate.

Please refer to attached Appendix 3B and a copy of the Offer Document lodged with this announcement today.

The new issue will be open to investors with a registered address in Australia or New Zealand who purchase shares in the Company prior to the exentitlement date of 3 March 2010.

Yours faithfully

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Caroline Bentley Company Secretary

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Appendix 3B New issue announcement

070033Rule 2.7, 3.10.3, 3.10.4, 3.10.5 Appendix 3B

New issue announcement, application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

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

Name of entity

BIOMD LIMITED

ABN 35 088 221 078

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Options
	85,882,075
	Options, each to acquire 1 fully paid ordinary share by 30 December 2011 at an exercise prices of 4 cents and each Option to receive a bonus option to acquire 1 fully paid ordinary share by 31 December 2012 at an exercise price of 10 cents each if exercised by 30 June 2010

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 2

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in No all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: When Options are exercised to acquire fully paid • the date from which they do ordinary shares • the extent to which they No participation until Options are exercised to participate for the next acquire fully paid ordinary shares dividend, (in the case of a trust, distribution) or interest payment The new securities are Options with rights as set out • the extent to which they do in the attached Offer Document not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 1.5 cents per Option 6 Purpose of the issue For the purposes as set out in the attached Offer (If issued as consideration for the Document acquisition of assets, clearly identify those assets) 7 Dates of entering +securities TBA into uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all +securities quoted on ASX ( including the securities in 128,823,113 Ordinary Shares clause 2 if applicable) 6,264,476 30/08/10 $0.10 Options 85,882,075 31/12/11 $0.04 Options

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	1,250,000 1,800,000 600,000 5,000,000	16/08/10 $0.10 Options 16/11/10 $0.10 Options 19/03/11 $0.10 options 22/10/14 $0.10 options
	No change

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non‐ renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	No
	Non-renounceable
	2 options for every 3 shares held
	Fully paid ordinary shares
	10 March 2010
	No
	Not applicable
	All countries other than Australia and New Zealand
	30 March 2010

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance?	Bell Potter Securities Limited
	Underwriting fee of 5% and Management fee of 1% of the funds raised and issue of 2 million options on the same terms as the Offer Document
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	16 March 2010
	26 February 2010
	Not applicable
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

33 +Despatch date

16 March 2010

Part 3 - Quotation of securities

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

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

TBA

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories TBA

37 A copy of any trust deed for the additional[+] securities

N/A

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which Not applicable +quotation is sought 39 Class of +securities for which Not applicable quotation is sought 40 Do the[+] securities rank equally in Not applicable all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation Not applicable now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all Not applicable Not applicable +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no‐one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 25 February 2010 Company Secretary

Print name: C L Bentley

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 8

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ABN 35 088 221 078

ENTITLEMENTS ISSUE OFFER DOCUMENT

A Non Renounceable Offer of 85,882,075 New Options as a fully underwritten, non-renounceable issue to holders of Shares on the basis of 2 New Options for every 3 Shares held on the Record Date at an issue price of $0.015 per new Option

Underwriter:

Bell Potter Securities Limited ACN 006 390 772

Last date for acceptance and payment: 5.00pm WST on 30 March 2010

An investment in New Options offered under this Offer Document should be considered speculative and investors may lose some or all of their money.

This document is important and requires your immediate attention. It should be read in its entirety before deciding to participate. If you are in doubt as to whether to accept your Entitlement, you should consult your stockbroker or other professional adviser.

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CONTENTS

1.	CORPORATE DIRECTORY ............................................................................... 3
2.	IMPORTANT NOTICES...................................................................................... 4
3.	MANAGING DIRECTOR’S LETTER .................................................................. 5
4.	KEY DATES ....................................................................................................... 6
5.	THE OFFER........................................................................................................ 7
6.	HOW TO ACCEPT YOUR OFFER ................................................................... 10
7.	EFFECT OF THE OFFER ON THE COMPANY ............................................... 11
8.	RISK FACTORS ............................................................................................... 13
9.	ADDITIONAL INFORMATION ......................................................................... 16
10.	CONSENTS AND DISCLAIMERS OF RESPONSIBILITY .............................. 23
11.	GLOSSARY ...................................................................................................... 24

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1. CORPORATE DIRECTORY

Company

bioMD Limited ABN 35 088 221 078 www.biomd.com.au

Registered Office

Level 11, 225 St Georges Terrace Perth, Western Australia 6000 Telephone: (61 8) 9262 6777 Facsimile: (61 8) 9322 3433

Directors

Robert N. Scott, Non-Executive Chairman Michael C. Bennett, Managing Director Robert E. T. Towner, Executive Director

Company Secretary

Caroline L. Bentley

Share Registry

Computershare Investor Services Pty Limited Level 2, 45 St Georges Terrace Perth, Western Australia 6000 Telephone: (within Australia) 1300 557 010 (outside Australia) (61 3) 9415 4000 Facsimile: (61 8) 9323 2033

Lawyers

Price Sierakowski Corporate Level 24, 44 St Georges Terrace Perth, Western Australia 6000

Auditors *

BDO Audit (WA) Pty Ltd 38 Station Street Subiaco, Western Australia 6008

• (named for information purposes only)

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2. IMPORTANT NOTICES

This Offer document is dated 25 February 2010 and was lodged with ASIC and ASX on that date. Neither ASX nor ASIC, nor any of their officers, take any responsibility for the content of this Offer Document.

As the Company’s securities are ‘continuously quoted securities’ (within the meaning given in the Corporations Act), this Offer Document is issued pursuant to section 713 of the Corporations Act. In general terms, a prospectus issued under that section is only required to contain information regarding the effect of the offer on the issuer, the rights and liabilities attaching to the options (and shares issued on conversion) and other specified forms of information. It is not required to, and this Offer Document does not contain the same level of disclosure as required for an initial public offering of securities. Further information about the Company is publicly available and can be obtained from ASIC and ASX (including at its website: www.asx.com.au) or at the website of the Company at www.biomd.com.au. The contents of any ASIC and ASX filings are not incorporated into this Offer Document and do not form part of the Offer. Investors should have regard to the Company’s public filings with ASX and ASIC before making a decision whether or not to accept their Entitlement.

No offer is being made to Shareholders with a registered address outside Australia or New Zealand. The distribution of this Offer Document and the Entitlement and Acceptance Form (including electronic copies) outside those jurisdictions may be restricted by law. If you come into possession of these documents, you should observe such restrictions and should seek your own advice about such restrictions.

No person is authorised to give any information or make any representation in connection with the Offer which is not contained in this Offer Document. Any such extraneous information or representation may not be relied upon.

Applications for New Options by Eligible Shareholders may only be made on an original Entitlement and Acceptance Form as sent with this Offer Document. The Entitlement and Acceptance Form sets out the Entitlement of an Eligible Shareholder to participate in the Offer. Please read the instructions in this Offer Document and on the accompanying Entitlement Acceptance Form regarding the acceptance of your Entitlement. By returning an Entitlement and Acceptance Form in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have received and read this Offer Document, you have acted in accordance with the terms of the Offer detailed in this Offer Document and you agree to all of the terms and conditions as detailed in this Offer Document.

No securities will be offered on the basis of this Offer Document after the Closing Date.

An investment in the Company should be considered speculative. Please refer to Section 8 relating to investment risks.

This Offer Document contains important information and requires your immediate attention. It should be read in its entirety. If you are in any doubt as to how to deal with this Offer Document, you should consult your professional adviser as soon as possible.

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3. MANAGING DIRECTOR’S LETTER

Dear Shareholder

You may recall that the Company held an Extraordinary General Meeting on 10 December 2009 to obtain shareholder approval to allot up to 30 million new fully paid ordinary shares in the Company. Since that time, the Board has reviewed its capital raising alternatives. The Company is pleased to confirm the issue is fully underwritten by Bell Potter Securities Ltd.

As a result, the Company has instead elected to undertake the capital raising via an issue of New Options at an issue price of 1.5 cents, exercisable at 4 cents up to 31 December 2011.

Consequently, on behalf of the Board of Directors of bioMD Limited ( bioMD or the Company ) I am pleased to offer all Shareholders the opportunity to apply for New Options in a two for three non-renounceable rights issue to raise approximately $1.3 million.

Each New Option will carry an additional right whereby if a New Option is exercised by 30 June 2010, one additional option for each New Option exercised (“Piggy Back Option”) will be issued to the optionholder for nil consideration. Each Piggy Back Option may be exercised to acquire one new fully paid ordinary share in the capital of the Company up to 31 December 2012 for 10 cents.

All Shareholders with addresses in Australia or New Zealand registered as at 5.00pm (WST) on 10 March 2010 will be entitled to participate.

This Offer Document contains detailed information about bioMD’s operations, financial position and future plans. Potential risks associated with this investment are also contained in this document and we therefore encourage you to read it carefully before making your investment decision.

The future outlook for biotechnology and life science sectors is encouraging. The Company is poised to launch its ADAPT[®] Tissue Engineered products, CardioCel and Gynecel, onto the market and we are excited about the commercialisation stage of these products. We recommend all Shareholders take up their Entitlement.

Yours faithfully

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Michael C. Bennett Managing Director

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4. KEY DATES

The following key dates are indicative and may be subject to change without notice:

Lodgement of this Offer Document with ASIC and ASX	25 February 2010
Existing Shares trade ex-entitlement to participate in the Offer *	3 March 2010
Record Date to determine entitlement to participate in the Offer *	10 March 2010
Despatch of Offer Document and Entitlement and Acceptance Forms	16 March 2010
Closing Date for acceptance of applications for New Options **	30 March 2010
Existing Options commence trading on a deferred settlement basis	31 March 2010
Allotment date and despatch date of Holding Statements	9 April 2010
Date of quotation by ASX of New Options on a normal settlement basis	9 April 2010

These dates are indicative only and may, subject to the requirements of the Listing Rules and the Corporations Act, be changed without notice.

• Shareholders should consult their brokers or professional advisers in regards to the definition of ‘Ex’ Date and Record Date to ensure that their entitlement to participate in the Offer is assured.

• ** The Directors reserve the right to vary the Closing Date, which may have a consequential effect on other dates. As such, the date the New Options are expected to commence trading on ASX may vary.

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5. THE OFFER

5.1 Details of the Offer

bioMD Limited (“bioMD” or the “Company”) is making a non-renounceable pro rata offer (“Offer”) of options, each to acquire one fully paid ordinary share in the capital of the Company. Each New Option may be exercised up to 31 December 2011 for $0.04 (“New Options”) and is issued at an issue price of $0.015 per New Option to Shareholders with a registered address in Australia or New Zealand (“Eligible Shareholders”) on the basis of 2 New Options for every existing 3 Shares held on the Record Date.

Each New Option will carry an additional right whereby if a New Option is exercised by 30 June 2010, one additional option for each New Option exercised (“Piggy Back Option”) will be issued to the optionholder for nil consideration. Each Piggy Back Option may be exercised to acquire one new fully paid ordinary share in the capital of the Company up to 31 December 2012 for $0.10. The Record Date for the purpose of the Offer is 5.00pm (Perth time) on 10 March 2010 and the Closing Date for Eligible Shareholders to lodge their Entitlement and Acceptance Forms and make payment is 5.00pm (Perth time) on 30 March 2010. The number of New Options to which you are entitled is shown on the accompanying Entitlement and Acceptance Form. Eligible Shareholders may also subscribe for a greater number of New Options than is shown on the Entitlement and Acceptance Form accompanying this Offer Document by participating in the Shortfall Facility as detailed in Section 5.6.

At the Record Date, the Company has on issue 128,823,113 Shares, 6,264,476 listed options and 8,650,000 unlisted options (which carry no entitlement to participate in the Offer). The Company expects that 85,882,075 New Options will be issued under the Offer which will raise $1,288,231. This number may increase if any of the existing unlisted options are exercised prior to the Record Date. Any New Options which are not applied for by Eligible Shareholders by the closing date will become Shortfall Options.

The New Options will form a new class of equity security. The Company will apply to ASX within seven days of the date of this Offer Document to have the New Options listed for official quotation.

The table below shows the lowest and highest trading prices of the Company’s Shares on ASX during the past 12 months and the latest sale prices of the Shares on ASX prior to the date of the Offer Document:

	Share Price	Date
High price	8 cents	16 July 2009
Low price	2 cents	8 April 2009
Latest price	4.1 cents	22 February 2010

5.2 Purpose of the Offer

The amount the Company expects to raise from the Offer is $1,288,231.13.

The purpose of the Offer is to raise funds primarily to:

• Complete current human clinical trials of the ADAPT biomaterial patch devices;

• Provide funding for regulatory approval submissions to TGA (Australia), FDA (USA) and CE mark (Europe) for the ADAPT biomaterial patch devices;

• Continue to fund ADAPT related R&D activities; and

• Continue to strengthen the Company’s worldwide intellectual property position by progressing the examination process for the expanded ADAPT family of patents, including in the territories of the United States, European Union, Canada and Asia.

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5.3 Application for Listing New Options on ASX

The Company will apply to ASX within seven days of the date of this Offer Document for official quotation by ASX of the New Options offered under this Offer Document.

If quotation is denied by ASX, or if for any reason the Offer does not proceed, all application monies received will be refunded in full without interest and no New Options will be issued.

The ASX takes no responsibility for the contents of this Offer Document. The fact that the ASX may grant official quotation of the New Options is not to be taken in any way as an indication of the merits of the Company, the Offer or the New Options under this Offer Document.

5.4 Shareholders Outside Australia and New Zealand

Neither this Offer Document nor the Entitlement and Acceptance Form constitutes an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation.

The Company will not make an Offer to Shareholders with a registered address outside Australia or New Zealand (“Excluded Shareholders”). The Company considers it would be unreasonable to extend the Offer to Excluded Shareholders having regard to the small number of such Shareholders, the small number and value of securities would be offered in such jurisdictions and the costs of complying with legal and regulatory requirements in those jurisdictions.

The Directors reserve the right to treat as invalid any Entitlement and Acceptance Form that appears to the Directors or the Company’s agents to have been submitted in violation of any applicable securities laws.

5.5

No Rights Trading

The rights to New Options under the Offer are non-renounceable. You may not transfer your rights to subscribe for New Options under the Offer to any other party.

5.6

Placement of Shortfall Options

As the Offer is non-renounceable, if you decide not to take up all of your Entitlement, it will lapse on the Closing Date to the extent that it is not taken up.

Eligible Shareholders may subscribe for a greater number of New Options than is shown on the Entitlement and Acceptance Form accompanying this Offer Document. Subscriptions in excess of Entitlements will be allotted out of the shortfall, if any, of the total number of New Options subscribed for compared to the total number of New Options offered under this Offer Document (“Shortfall Facility”).

If the number of New Options subscribed for in excess of Entitlements exceeds the number of Options available under the Shortfall Facility, the New Options subscribed for in excess of Entitlements will be issued on a pro-rata basis among Shareholders subscribing under the Shortfall Facility to the extent that they subscribe under the Shortfall Facility and any surplus application monies will be returned to the applicants.

Any New Options not taken up under the Shortfall Facility will be dealt with under the terms of the Underwriting Agreement.

5.7

Underwriting Agreement

The Company has entered into an Underwriting Agreement dated 25 February 2010 with Bell Potter Securities Limited (“Bell Potter”) whereby Bell Potter has agreed to underwrite all the New Options to be issued under the Offer. Pursuant to the Underwriting Agreement, the Company has given warranties and covenants to Bell Potter which are customary in an agreement of this nature.

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Bell Potter is an unrelated party of the Company. The terms and conditions of the Underwriting Agreement, which are set out in section 9.1, are on arms length commercial terms.

5.8 Continuous Reporting and Disclosure Obligations

The Company is a disclosing entity for the purpose of the Corporations Act and is, therefore, subject to regular reporting and disclosure obligations under the Corporations Act and ASX Listing Rules.

In particular, the Company is subject to ASX’s continuous disclosure obligation under ASX Listing Rule 3.1. This requires the Company to notify ASX immediately of any information concerning the Company, of which it becomes aware, which a reasonable person would expect to have a material effect on the price or value of the Company’s securities. The Company is also required to prepare and lodge with ASIC and ASX both yearly and half yearly statements accompanied by an audit or peer report. Copies of documents lodged with ASIC may be obtained from ASIC or inspect at an ASIC office.

5.9

ASX Announcements

The Company will provide a copy of each of the following documents, free of charge, to any Shareholder who so requests prior to the Offer of the New Options pursuant to this Offer Document:

• i) the Annual Financial Report for the Company for the period ended 30 June 2009; and

• ii) the documents set out below used to notify ASX of information relating to the Company during the period after lodgement of the Annual Financial Report of the Company for the period ended 30 June 2009 and prior to the date of this Offer Document.

Date	ASX Announcement
12/02/2010	Appendix 4D - Half YearlyReport
04/02/2010	Change in Director’s Interest Notice
04/02/2010	Change in Substantial Holder Notice
21/01/2010	Appendix 4C – Quarterly
12/12/2009	NAMSA biocompatibilitytesting
10/12/2009	Results of EGM
12/11/2009	Notice of EGM(amended)
11/112009	Results of Meeting
11/11/2009	AGM Presentation
11/11/2009	Chairman’s address to Shareholders
11/11/2009	Notice of EGM
09/11/2009	Australian Clinical Trial
26/10/2009	Appendix 3B
15/10/2009	Appendix 4C –quarterly
07/10/2009	Notice of Annual General Meeting/ProxyForm
07/10/2009	Annual Report 2009

5.10 Enquiries

If you have any enquiries in relation to this Offer Document, the Entitlement and Acceptance Form or your Entitlement, please contact the Company Secretary by telephone on +61 8 9262 6777 or by facsimile on +61 8 9322 3433 or consult your professional adviser.

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6. HOW TO ACCEPT YOUR OFFER

Eligible Shareholders may apply for more New Options than is shown on the Entitlement and Acceptance Form accompanying this Offer Document and these applications will be dealt with as set out in Section 5.6 of this Offer Document.

Your options with respect to the Offer are as follows:

• a) if you wish to accept your Entitlement in full:

• i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided;

• ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; and

• iii) forward both of the above to the Company at the address noted below; or

• iv) submit your payment via bPAY. Please note that payment via bPAY must be made by no later than 3pm on 30 March 2010. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the applicant to ensure that funds are submitted through bPAY by the date and time mentioned above.

• b) if you wish to accept your Entitlement in full and apply for more New Options than your Entitlement (under the Shortfall Facility):

• i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided, including the number of New Options you wish to apply for under the Shortfall Facility;

• ii) attach your cheque for the appropriate application monies (at $0.015 per New Option); and

• iii) forward both of the above to the Company at the address noted below; or

• iv) submit your payment via bPAY. Please note that payment via bPAY must be made by no later than 3.00pm. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the applicant to ensure that funds are submitted through bPAY by the date and time mentioned above.

• c) if you wish to accept part only of your Entitlement:

• i) fill in the number of New Options you wish to accept in the space provided on the Entitlement and Acceptance Form;

• ii) attach your cheque for the appropriate application monies (at $0.015 per New Option);

• iii) forward both of the above to the Company at the address noted below; or

• iv) submit your payment via bPAY. Please note that payment via bPAY must be made by no later than 3.00pm. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the applicant to ensure that funds are submitted through bPAY by the date and time mentioned above.

• d) if you do not wish to accept any of your Entitlement, you are not obliged to do anything.

Any part of your Entitlement not taken up will form part of the Shortfall Facility.

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to bioMD Limited and crossed Not Negotiable .

Your completed Entitlement and Acceptance Form and cheque must reach the Company at the address below no later than 5.00pm (Perth time) on the Closing Date :

Computershare Investor Services Pty Ltd, Locked Bag 2508, Perth WA 6001

The Directors reserve the right to reject any applications for New Options that are not made in accordance with the terms of this Offer Document or the instructions on the Entitlement and Acceptance Form.

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7. EFFECT OF THE OFFER ON THE COMPANY

7.1 Capital Structure of the Company

As at the date of this Offer Document, the Company has 128,823,113 Shares on issue and the following Options:

• a) 6,264,476 Listed Options, each exercisable at 25 cents to acquire one Share at any time until 30 August 2010;

• b) 5,000,000 Unlisted Options, each exercisable at 10 cents to acquire one Share at any time until 22 October 2014;

• c) 1,250,000 Unlisted Options, each exercisable at 10 cents to acquire one Share at any time until 16 August 2010;

• d) 1,800,000 Unlisted Options, each exercisable at 10 cents to acquire one Share at any time until 16 October 2010;

• e) 600,000 Unlisted Options, each exercisable at 10 cents to acquire one Share at any time until 19 March 2011;

The effect of the Offer on the Company’s capital structure is as follows:

	Existing Capital Structure	New Options offered under this Offer Document	Capital Structure after the Offer, assuming full take-up and no take-up of Piggy Back Options	Capital Structure after the Offer, assuming all New Options are exercised and 100% take-up of Piggy Back Options
Shares	128,823,113	-	128,823,113	214,705,188
Options - 16/8/10 10c - 30/8/10 25c - 16/10/10 10c - 19/3/11 10c - 22/10/14 10c - 31/12/2011 4c - 31/12/2012 10c	1,250,000 6,264,476 1,800,000 600,000 5,000,000	- - - - - - 85,882,075 85,882,075	1,250,000 6,264,476 1,800,000 600,000 5,000,000 85,882,075	1,250,000 6,264,476 1,800,000 600,000 5,000,000 85,882,075

The Offer will increase cash reserves of the Company by $1.193 million. If all Shareholders take up their entitlement, the Offer will have no material effect upon the control of the Company.

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7.2 Statement of Financial Position

The impact of the Offer on the Company’s statement of financial position is detailed below:

CURRENT ASSETS Cash and cash equivalents Other receivables TOTAL CURRENT ASSETS NON-CURRENT ASSETS Property, plant & equipment TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and Other Payables Borrowings TOTAL CURRENT LIABILITIES NON - CURRENT LIABILITIES Provisions TOTAL NON - CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves (Accumulated losses) Capital and reserves attributable to equity holders of bioMD Limited Minority interest TOTAL EQUITY

CONSOLIDATED 31 Dec 2009 Pro forma $ $ 696,287 1,889,518 51,048 51,048 747,335 1,940,566 29,648 29,648 29,648 29,648 776,983 1,970,214 112,220 112,220 20,013 20,013 132,233 132,233 46,085 46,085 46,085 46,085 178,318 178,318 598,665 1,791,896 8,969,340 10,162,571 234,630 234,630 (8,684,815) (8,684,815) 519,155 1,712,386 79,510 79,510

598,665 1,791,896

The above balance sheets have been prepared as follows:

The “31 December 2009” balance sheet is the Company’s audit reviewed balance sheet as at 31 December 2009;

The “Pro forma” balance sheet is based on the Company’s “Adjusted 31 December 2009” balance sheet adjusted to reflect the issue of 85,882,075 New Options at 1.5 cents each under the Offer, less the costs of the Offer (estimated to be $95,000).

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8. RISK FACTORS

This section identifies what the Directors regard as the major risks associated with an investment in the Company. This list of risk factors should not be taken as exhaustive of the risks faced by the Company or by an investment in the Company. These risk factors and others not specifically referred to below may, in the future, affect the financial prospects, condition or performance of the Company and the value of the Shares issued on exercise of the New Options.

The nature of the Company’s business and the fact that all of its projects are research projects increases the risks associated with an investment in the Company. Accordingly, an investment in the Company should be considered speculative and investors may lose their investment. The Directors make no representation that further research and development or commercialisation will be successful or that market growth and penetration will be realised at commercially sustainable levels. Intending subscribers should read the whole of this Offer Document and the ASX announcements of the Company in order to fully appreciate such matters and the manner in which the Company intends to operate before any decision is made to subscribe for New Options.

While the Directors believe that prudent management will minimise the risks to shareholders, investors need to consider the risks involved in an investment in the Company before making a decision whether or not to apply for New Options offered under this Offer Document.

8.1

Principal Risk Factors

The principal risk factors facing the Company and/or its industry include the following:

8.1.1 General market and business risks

Shareholders should be aware that the market price of the Company’s securities may be influenced by a number of factors. General movements in local and international stock markets, exchange rates, prevailing economic conditions, investor sentiment and interest rates could all affect the market price of the Company’s securities. These risks apply generally to any investment on the stock market.

The Company is exposed to a number of other business risks which include higher than anticipated operating costs, an increase in competition and loss or damage to the Company’s intellectual property and other assets and competition risk in existing and new markets, all of which may have a material adverse effect on the business and financial position of the Company.

8.1.2 Company specific risks

In addition to the general risks associated with investing in the stock market, there are risks specific to investing in any particular entity. If in doubt about the general or specific risks associated with the Company’s securities, you should seek advice from your professional advisers. An analysis of some of the specific business risks facing bioMD in the conduct of its activities is shown below.

Commercial Risk

bioMD’s ability to achieve profitability is dependent on a number of factors, including its ability to complete successful clinical trials, and obtain regulatory approval for an ADAPT treated medical device. The Company will also seek to commercialise it’s ADAPT technology through licensing its technology and via joint ventures for new product/medical device development. There is always a chance that technologies such as ADAPT can be surpassed by newer technologies, however, the Company’s continuing R&D into the use of stem cells with our ADAPT scaffolds should provide the basis for second and third generation product

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development. Indications are that the commercially attractive markets already identified for the potential use of the ADAPT technology will remain and grow substantially over the next ten to fifteen years.

The Company has made the appropriate patent applications. There is a risk that these patents will not be granted, which may lead to expensive and lengthy patent disputes for which there can be no guaranteed outcome.

Clinical Trial Risk

The development of biomedical devices and technologies is inherently risky and subject to factors beyond the Company’s control. The industry is heavily regulated, subject to intense competition and reliant on the timely availability of clinical data to reinforce product/device registration. There is no assurance that products developed using the ADAPT technology will prove to be safe and efficacious in clinical trials or that the regulatory approval to manufacture and market products will be received. Clinical trials can also potentially expose bioMD to product liability claims in the event that its products in development have unexpected effects on clinical subjects.

Liquidity of Shares

The Company has a low market capitalisation which may result in the Shares issued on exercise of the New Options being relatively illiquid.

Staff

The Company’s future success depends on its continuing ability to retain and attract highly qualified technical, research and development, and managerial personnel. Competition for such personnel can be intense and there can be no assurance that the Company will be able to retain its key managerial, research and development, and technical employees or that it will be able to attract and retain additional highly qualified personnel in the future. The inability to attract and retain the necessary personnel could have a material and adverse effect upon the Company’s business, results of operations and financial condition.

Competition

There are competing development programs in the areas being researched by the Company. There can be no assurance that other parties will not develop, or achieve commercialisation or, products or intellectual property that compete with or supersede the Company’s potential products or intellectual property.

There can be no assurance that the Company’s competitors will not succeed in developing technologies and products that are more effective than any which are being developed by the Company.

Despite the existence of a general statutory framework in Australia and international conventions which are intended to protect against certain anti-competitive practices, there can be no assurance that the applicable laws will be enforced sufficiently to protect the Company from anti-competitive practices by its competitors or that major competitors will not use their strategic positions to gain a competitive advantage in some future period, whether by means of price reductions or by other means.

Financial Performance

The amount, timing and payment of any dividend will depend on a range of factors, including future capital and research and development requirements and the financial position generally of the Company at the time. There will also be factors that affect the ability of the Company to pay dividends and the timing of those dividends that will be outside the control of the Company and its Directors. The Directors are, therefore, unable to give any assurance regarding the payment of dividends in the future.

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Intellectual Property

The Company’s success will depend, in part, on its ability to obtain adequate and valid patent protection, maintain trade secret protection and operate without infringing the proprietary rights of third parties or having third parties circumvent the Company’s rights.

While the Company believes it has taken appropriate steps to protect its proprietary technology, the law may not adequately protect it in all places the Company does business or enable the Company’s rights to be enforced with sufficient adequacy.

The enforceability of a patent is dependent on a number of factors which may vary between jurisdictions, including the validity of the patent and the scope of protection it provides. The validity of a patent depends upon factors such as the novelty of the invention, the requirement in many jurisdictions that the invention not be obvious in light of the prior art (including any prior use or documentary disclosure of the invention), the utility of the invention and the extent to which the patent specification clearly discloses the best method of working or carrying out the invention. The legal interpretation of these requirements often varies between jurisdictions. The scope of rights provided by a patent can also differ between jurisdictions. There can be no assurance even if the Company succeeded or succeeds in obtaining the grant of patents, that others will not seek to imitate the Company’s products, and in doing so, attempt to design their products in such a way as to circumvent the Company patent rights. Additionally, the ability of the legal process to provide efficient and effective procedures for dealing with actual or suspected infringements can vary considerably between jurisdictions.

Regarding the Company’s patent applications, no guarantee can be given that such protection will be obtained by the Company. If such patents are not granted, it may be possible for a third party to imitate and use the Company’s intellectual property without its authorisation or to develop and use similar technology independently. The Company will pursue vigorously both its existing and all future patent applications for Australian and foreign patent applications. No guarantee can be given nor does the grant of a patent guarantee that the patent concerned is valid or that the patented technology does not infringe the rights of others.

The Company may wish to expand into foreign countries in the future and the laws of many foreign countries treat the protection of proprietary rights differently from the laws in Australia. Those laws may not protect the Company’s proprietary rights to the same extent as do laws in Australia.

8.2 General Risks

The price and value of the New Options and Shares issued on exercise of the New Options will fluctuate. Many factors affect the price and value of shares, including local and international stock markets, movements in interest rates, economic and political conditions and investor and consumer sentiment. In recent times there has been a high level of volatility on world stock markets and no predictions can be made as to when that period of volatility will end.

Changes to legal requirements, including taxation laws, may result in the imposition of additional taxes, imposts and other charges by government from time to time. The Company’s profitability can be affected by changes in laws and policies and the interpretation and application thereof.

A broad range of other macro economic and political risk factors exist which are beyond the control of the Company and will affect the Company’s operations, including exchange rates, interest rates and government policies.

Therefore, the New Options to be issued pursuant to this Offer Document carry no guarantee with respect to the market value of those New Options. No assurance as to future profitability of the Company or dividends for New Shares issue on exercise of New Options can be given as they are dependent on future earnings, the cost of future research and the working capital requirements of the Company.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for the New Options.

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9. ADDITIONAL INFORMATION

9.1 Underwriting Agreement

The Company has entered into an Underwriting Agreement dated 25 February 2010 with Bell Potter Securities Limited to underwrite all the New Options to be issued under the Offer. The Underwriter is entitled to appoint sub-underwriters at any time in its absolute discretion.

Mr Robert Towner, a Director in bioMD Limited, has entered into a sub-underwriting agreement with Bell Potter.

9.1.1 Representations, Warranties and Indemnities

The Underwriting Agreement contains various warranties, representations and undertakings that are customary for agreements of this type, and imposes various obligations on the Company, including ensuring that the Offer Document complies with the disclosure requirements of the Corporations Act.

The Company has indemnified the Underwriter against all claims, losses, damages, costs and liabilities which they suffer or incur arising out of or in connection with the Offer Document or the issue of the Offer Document to the extent that such claims, losses, damages, costs and liabilities are not caused by the Underwriter.

9.1.2 Fees and Costs

The Company must pay to the Underwriter an underwriting fee of 5% and management fee of 1% (plus GST) of the total funds to be raised by the Offer; as well as 2 million options exercisable at 4 cents.

The Company will pay the costs and expenses of the Underwriter in relation to the offer, including all legal costs that the Underwriter reasonably incurs in respect of the Offer (up to a maximum of $3,000).

9.1.3 Implications for Control of the Company

The Company considers that neither the underwriting nor sub-underwriting arrangements will result in a change of control of the Company. The reasons for this are:

• the New Options do not carry any voting rights. Voting rights only arise when the New Options re exercised to acquire fully paid ordinary shares in the capital of the Company; and

• Bell Potter has appointed 10 sub-underwriters and if each Underwriter and subunderwriter accept the Offer in full but no Shareholder accepts the Offer and all of the New Options are exercised, no Underwriter or sub-underwriter will have voting power in the Company of more than 15m%.

9.1.4 Termination

The Underwriter may terminate the Underwriting Agreement by notice in writing to the Company, without cost or liability to the Underwriter, immediately if prior to completion of the Offer:

• a) Change to Option terms and constituent documents : the terms of the Options or any other securities of the Company or the constitution of the Company are modified or repealed or the Company proposes any such modification or repeal;

• b) Documents misleading : any

• i) information in the Offer Document and all other notices and documents issued or published by or on behalf of the Company in respect of the Options which is untrue, incorrect or misleading;

• ii) omission from the Offer Document and all other notices and documents issued or published by or on behalf of the Company in respect of the Options; or

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iii) thing that may require the issue of a supplementary or replacement offer document,

which in the reasonable opinion of the Underwriter has or is likely to have a material adverse effect;

• c) Default : the Company breaches the Underwriting Agreement and fails to remedy the breach to the reasonable satisfaction of the Underwriters or any warranty or representation by the Company under this Agreement is or becomes materially untrue;

• d) Material change : a change occurs after the date of this Agreement affecting or relating to:

• i) the Company; or

• ii) the industry in which the Company operates,

which in the reasonable opinion of the Underwriters has or is likely to either have a material adverse effect or materially change or result in a material change to the operations of the Company;

• e) Contravention: the Company contravenes:

• i) any law, regulation, authorisation, ruling, consent, judgment, order or decree of any Governmental Agency;

• ii) its constitution or another constituent document;

• iii) the ASX Listing Rules; or

• iv) an encumbrance or document which is binding on:

  • 1 the Company; or

  • 2 an asset of the Company,

which in the reasonable opinion of the Underwriter has or is likely to have a material adverse effect;

• f) ASX: ASX approval has not been given by the second Business Day after the Closing Date or ASX refuses or withdraws ASX approval;

• g) Insolvency Event: an insolvency effect occurs in relation to the Company;

• h) Prescribed Event : a Prescribed Event occurs in relation to the Company;

• i) Market movement : at any time after the date of this Agreement;

• i) The All Ordinaries Index is 10% or more below its level as at the close of trading immediately preceding the date of this Agreement; or

• ii) The S&P/ASX Small Ordinaries is 10% or more below its level as at the close of trading immediately preceding the date of this Agreement; or

• j) War: an outbreak of new hostilities or a state of war, whether declared or not, arises after the date of this Agreement, or an escalation of hostilities already in existence occurs, involving, or a terrorist act is threatened or carried out after the date of this Agreement in or against any diplomatic, military, commercial or political institution, establishment, body or personnel of:

• i) Australia;

• ii) Japan;

• iii) Any member country of the European Union;

• iv) The United States of America;

• v) Russia;

• vi) Indonesia;

• vii) Peoples’ Republic of China;

• viii) New Zealand;

• ix) Hong Kong;

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• x) Taiwan;

• xi) Singapore; or

• xii) Malaysia

which in the reasonable opinion of the Underwriter has or is likely to have a material adverse effect;

• k) Change of law: any Australian government adopts or announces any change in law or policy which in the reasonable opinion of the Underwriter has or is likely to have a material adverse effect;

• l) Officers and senior managers: after the date of this agreement an officer or senior manager of the Company resigns or is removed from office, is charged with or convicted of a criminal offence or becomes a bankrupt, or steps are taken to achieve such an outcome;

• m) Timetable not met: any item specified in the Timetable does not occur within 14 days after the date specified for that event;

• n) Required meetings: any meeting of the Company required by any Government Agency or law or the rules of the ASX to approve this Agreement, the Offer or anything related to the Offer is not held or does not provide the required approval;

• o) Shares: any securities that have been issued by the Company which at the date of this agreement are officially quoted on the ASX:

• i) are suspended from quotation whether temporarily or otherwise; or

• ii) are the subject of an ASX statement to the effect that the securities will be suspended or cease to be quoted;

• p) Statement of ASX: the ASX makes a statement to any person that official quotation of the Underwritten Options will not be granted;

• q) Interest rate increase: at any time after the date of this agreement, the indicator rate for bonds issued by the Commonwealth of Australia, which have a tenor of either three or ten years, rises 1.0% or more above the level of the indicator rate as at the close of business on the date immediately prior to the date of this agreement (as published in the Australian Financial Review on the date of this agreement);

• r) Conduct defective: any of the making of the Offer, the issue of the Offer Document and all other notices and documents issued or published by or on behalf of the Company in respect of the Options or the distribution of those documents constitutes misleading or deception conduct;

• s) Company offers Shareholders refund: any circumstance arises after the Offer Document is lodged with ASIC that results in the Company doing any of the following: repaying, or offering to repay, any monies the Company receives from Applicants, or offering one or more Applicants an opportunity to withdraw their Entitlement and Acceptance Form(s);

• t) Offer Document withdrawn: at any time after the date of this agreement, the Company withdraws the Offer Document;

• u) Supplementary Offer Document required but not issued: the Underwriter reasonably forms the view that a supplementary offer document in relation to the Offer is required and the Company fails to lodge a supplementary offer document in a form acceptable to the Underwriter.

9.1.5 Sub-Underwriting Agreements

As noted in section 9.1 above, Bell Potter is entitled to appoint sub-underwriters at any time in its absolute discretion. Bell Potter has advised the Company that they have entered into subunderwriting arrangements with various unrelated parties in respect of 100% of the New Options to be issued under the Offer. These sub-underwriters may be paid a commission by Bell Potter and any commission will be payable by Bell Potter out of the fees they receive from the Company under the Underwriting Agreement.

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9.2 Terms of New Options

The terms of the New Options are as detailed below:

• a) Entitlement – each New Option entitles the optionholder to subscribe for one fully paid ordinary share in the capital of the Company;

• b) Issue Price – the issue price of each New Option is $0.015;

• c) Exercise Price – the exercise price of each New Option is $0.04;

• d) Option Period – each New Option may be exercised in whole or in part at any time before 30 December 2011. A New Option not exercised will automatically expire on 31 December 2011.

• e) Certificates – The Company must give each optionholder a holding statement stating:

• i) the number of New Options issued to the optionholder;

• ii) the exercise price of the New Options; and

• iii) the date of issue of the New Options.

• f) Participation Rights – an optionholder is not entitled to participate in any new issue to existing Shareholders of securities in the Company unless they have exercised their New Options before the record date for determining entitlement to the new issue of securities and participate as a result of holding Shares;

• g) Notice of New Issues – the Company must give an optionholder, in accordance with the ASX Listing Rules notice of:

• i) the proposed terms of the issue or offer proposed under clause (f); and

• ii) the right to exercise their options under clause (f).

• h) Bonus Issues – if the Company makes a bonus issue of Shares or other securities to Shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued in respect of the New Option before the record date for determining entitlements to the issue then the number of underlying Shares over which the New Option is exercisable is increased by the number of Shares which the optionholder would have received if the optionholder had exercised the New Option before the record date for determining entitlements to the issue.

• i) Pro rata Issues – if the Company makes a pro rata issue of Shares (except a bonus issue) to existing Shareholders (except an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of the New Option before the record date for determining entitlements to the issue, the exercise price of each New Option is reduced in accordance with the ASX Listing Rules.

• j) Re-organisation – if there is a re-organisation (including consolidation, subdivision, reduction or return) of the share capital of the Company then the rights of the optionholder is changed to the extent necessary to comply with the ASX Listing Rules applying to a re-organisation of capital at the time of the re-organisation.

• k) Calculation and adjustments – any calculations or adjustments which are required to be made under the terms of issue will be made by the Board of Directors of the Company and will, in the absence of manifest error, be final and conclusive and binding on the Company and the optionholder.

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• l) Notice of change – the Company must within a reasonable period give to each optionholder notice of any change pursuant to the terms of issue to the exercise price of any New Options held by an optionholder or the number of shares which the optionholder is entitled to subscribe for on exercise of a New Option;

• m) Method of exercise and payment – to exercise New Options the optionholder must give the Company or its share registry, at the same time:

• i) a written exercise notice (in the form approved by the Board of the Company from time to time) specifying the number of New Options being exercised and shares to be issued;

• ii) payment of the exercise price for the Shares the subject of the exercise notice by way of bank cheque or by other means of payment approved by the Company; and

• iii) the certificate, if any, for the New Options.

• n) Exercise all or some options – an optionholder may only exercise New Options in multiples of 100,000 unless the optionholder exercises all New Options held by the optionholder. New Options will be deemed to have been exercised on the date the application is lodged with the Directors.

• o) Option certifications – if an optionholder exercises less than the total number of New Options registered in the optionholder’s name:

• i) The optionholder must surrender their option certificate (if any); and

• ii) The Company must cancel the option certificate (if any) and issue the optionholder a new option certificate or holding statement stating the remaining number of New Options held by the optionholder.

• p) Issue of Shares on exercise – within ten (10) business days after receiving an application for exercise of New Options and payment by an optionholder of the exercise price, the Company must issue the optionholder the number of Shares in the capital of the Company specified in the application.

• q) Piggy back option – upon issue of a Share on exercise of a New Option (provided that the notice of exercise is validly exercised and received by the Company on or prior to 30 June 2010), the Company will issue one further option to the optionholder ( “Piggy Back Option” ) for each New Option so exercised and the Piggy Back Option will be on the same terms and conditions as New Options, except that:

• i) the issue price under condition (b) is zero;

• ii) the exercise price under condition (c) is $0.10;

• iii) the exercise period under condition (d) will be until 31 December 2012;

• iv) this condition (q) will not apply; and

• v) references to “New Option” will be references to the Piggy back Option.

• r) Ranking of Shares on issue – subject to the Company’s Constitution, all Shares issued on the exercise of New Options rank in all respects (including rights relating to dividends) pari passu with the existing Shares of the Company at the date of issue.

• s) Quotation – the Company will apply to ASX for official quotation of:

• i) the New Options; and

• ii) the Shares issued on exercise of the New Options.

9.3 Rights Attaching to Shares

Each Share issued on exercise of the New Options will be issued as a fully paid ordinary share. The Shares will, from the date of their allotment, rank equally with all Shares of the Company then on issue.

The rights and liabilities attaching to Shares are:

• i) Set out in the Constitution, a copy of which is available for inspection at the Company’s Registered Office at Level 11, 225 St Georges Terrace, Perth WA 6000, and

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ii) In certain circumstances, regulated by the Corporations Act, the ASX Listing Rules and the general law.

The following is a summary of the principal rights of the Shares:

9.3.1 Voting Rights

Subject to any rights or restrictions attached to any class of shares, whether by their issue, the Constitution, the Listing Rules or the Corporations Act, at a general meeting each Shareholder present in person or by proxy, company representative or attorney, is entitled to one vote on a show of hands. Upon a poll, every Shareholder present in person or by proxy, company representative or attorney, is entitled to one vote for each fully paid share that the Shareholder holds.

9.3.2 General Meetings

Each Shareholder is entitled to receive notice of and to be present, to vote and to speak at a general meeting of the Company. Further, each Shareholder is entitled to receive all notices, accounts and other documents required to be furnished to Shareholders under the constitution of the Company, the Listing Rules or the Corporations Act.

9.3.3 Dividend Rights

The Company may in general meeting declare a dividend which shall not exceed the amount recommended by Directors. The Company does not expect to pay dividends in the short to medium term.

9.3.4 Transfer of Shares

Subject to the constitution of the Company, the Corporations Act, the ASTC Settlement Rules and the ASX Listing Rules, Shares are freely transferable. Shares may only be transferred by a proper instrument in writing delivered to the Company, and the transferor is deemed to remain the holder of the Shares until the name of the transferee is entered into the Company’s register of members. The Company may decline to register a transfer where permitted by law, the ASX Listing Rules or the ASTC Settlement Rules.

9.3.5 Changes in Capital

Subject to the Corporations Act, the constitution of the Company and the ASX Listing Rules, the Directors may consolidate, or divide the Shares, allot, issue or otherwise dispose of new Shares on such terms and conditions as they determine.

9.3.6 Variation of Rights

The Company may only modify or vary the rights attaching to any class of Shares by a special resolution of the Company and a special resolution passed at a meeting of the holders of the issued Shares of that class.

9.3.7 Rights on Winding Up

Subject to the rights of holders of Shares with special rights in a winding up (at present there are none), on a winding up of the Company all assets that may be legally distributed among members will be distributed in proportion to the number of Shares held by them, irrespective of the amount paid up.

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9.4 Taxation Consequences on your Particular Circumstances

Neither bioMD nor any of its officers, employees, agents and advisors accepts any liability or responsibility in respect of the taxation consequences resulting from an investment in New Options or dealing with an Entitlement in this Issue.

It is the responsibility of all persons to satisfy themselves of the particular taxation treatment which applies to them by consulting their own professional tax advisers.

9.5 Directors’ Interests and Related Parties

Other than as detailed in this Offer Document, no Director, proposed Director, Underwriter or promoter of the Company:

• a) has any interest in the formation or promotion of the Company, or had such an interest in the last two years;

• b) has any interest in any property proposed to be acquired by the Company in connection with its formation or promotion of the Offer, or had such an interest in the last two years;

• c) has any interest in the Offer; and

• d) is, or during the last two years was, a partner (or has, or during the last two years) had any beneficial interest in a firm which has, or during the last two years had, any interest in the promotion of, or any property proposed to be acquired by, the Company in connection with its promotion.

Further, no benefit has been given or agreed to be given to a Director or proposed Director, in cash or shares or otherwise, either to induce him/her to become, or to qualify him/her as a Director or otherwise for services rendered by him/her in connection with the formation or promotion of the Company or the Offer.

Details of the interests of the Directors in the securities of the Company immediately before lodgement of this Offer Document with ASIC, including those held directly and indirectly are as follows:

Director	Shares	Unlisted Options (exercise price $0.10 expiry date 16 Nov 2010)	Listed Options (exercise price $0.25 expiry date 20 Aug 2010)	Entitlement to New Options offered under this Offer Document
Michael C. Bennett	8,170,000	600,000	-	5,446,667
Robert E.T. Towner	11,631,328	600,000	2,486,708	7,754,219
RobertN.Scott	381,750	600,000	463,000	254,500

Each Director who is a Shareholder will be entitled to participate in the Offer.

9.6

Expenses

The Company must pay to the Underwriter:

• an underwriting fee of 5% (plus GST) of the total funds to be raised under the Offer;

• a management fee of 1% (plus GST) of the total funds to be raised under the Offer; and

• issue 2 million options exercisable at 4 cents.

The Company will pay the costs and expenses of the Underwriter in relation to the Offer, including all legal costs that the Underwriter reasonably incurs in respect of the Offer (up to a maximum of $3,000).

The total estimated expenses of the Offer (including the underwriting fee, legal fees and other consulting fees, registration fees and other expenses) will be approximately $95,000 plus GST which is payable by the Company.

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10. Consents and Disclaimers of Responsibility

10.1 Consents

Bell Potter (Underwriter) has given, and has not withdrawn before lodgement of this Offer Document with ASIC, its consent to being named in this document in the form and context in which it is named.

Computershare Investor Services Pty Limited has given and has not withdrawn its written consent to being named as the Company’s share registry in the form and context in which it is named. Computershare Investor Services Pty Limited has not caused or authorised the issue of this Offer Document and takes no responsibility for any part of this Offer Document.

10.2 Directors’ Authorisations

This Offer Document is issued by bioMD Limited ABN 35 088 221 078.

The Directors have made all reasonable enquires and on that basis have reasonable grounds to believe that any statements made by the Directors in this Offer Document are not misleading or deceptive and that in respect to any other statements made in this Offer Document by persons other than Directors, the Directors have made reasonable enquires and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Offer Document in the form and context in which they are included and have not withdrawn that consent before lodgement of this Offer Document with ASIC, or to the Directors knowledge, before any issue of New Options pursuant to this Offer Document.

Each of the Directors of bioMD has consented to the lodgement of this Offer Document with ASIC.

10.3 Disclaimer by Underwriter

The Underwriter has not been involved in the preparation of this Offer Document and has no responsibility for its contents.

Signed by Michael C. Bennett in accordance with a resolution of the Directors:

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Michael C. Bennett Managing Director

25 February 2010

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11. GLOSSARY

In this Offer Document, unless the contrary intention appears, the following words have the following meanings.

"ABN" means Australian Business Number.

“ADAPT TEP” or “ ADAPT ” is a proprietary xenogeneic tissue process utilising tissue engineering technology.

"Annual Report" means the Annual Report of the Company for the financial year ended 30 June 2009 which includes audited financial statements for the financial year ended 30 June 2009 and the auditor's report which was lodged with ASX and ASIC on 27 August 2009.

“Applicant” is a person who submits an Entitlement and Acceptance Form.

“Application” is an application for New Options in bioMD under this Offer Document.

“Application Monies” are monies received by the Company for Options.

“ASIC” is the Australian Securities and Investments Commission.

“ASX” is ASX Limited ACN 008 624 691 trading as the Australian Securities Exchange.

“bioMD” means bioMD Limited ABN 35 088 221 078.

“Board” is the Board of Directors of bioMD.

“Business Day” is any day which is defined to be a Business Day pursuant to Listing Rule 19.12 of the Listing Rules of ASX.

"CHESS" means the Clearing House Electronic Subregister System, operated by ASTC.

“Closing Date” means the last date that completed Entitlement and Acceptance Forms, together with application monies, will be accepted by the Company, being 30 March 2010.

“Company” is bioMD Limited ABN 35 088 221 078.

“Constitution” means the constitution of the Company.

“Corporations Act” means the Corporations Act 2001 (Cth) .

“Director” means a director of bioMD.

“ Dollars ” or “ $ ” means Australian dollars unless otherwise stated.

"Eligible Shareholders" means eligible shareholders with registered addresses in Australia and New Zealand to whom the Offer will be made.

"Entitlement" means an Eligible Shareholder’s entitlement to participate in the Offer as detailed in the Eligible Shareholder’s Entitlement and Acceptance Form.

“Entitlement and Acceptance Form” means the Entitlement and Acceptance Form accompanying this Offer Document;

"New Option" means an option issued by the Company pursuant to this Offer Document.

"Offer" means the offer of New Options pursuant to this Offer Document.

"Offer Document" means this document dated 25 February 2010.

“Record Date” is 5.00pm (Perth time) on 10 March 2010.

“Share” means a fully paid ordinary share in the capital of the Company.

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• “Shortfall Facility” has the meaning give to it in section 5.6.

"Underwriting Agreement" means the agreements detailed at section 9.1.

“Underwriters” means Bell Potter.

“Voting power” has the meaning given to it in the Corporations Act.

“$” means Australian dollars unless otherwise indicated.

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