Innovative BioMedical Devices

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bioMD Limited ABN 35 088 221 078

Level 11, 225 St Georges Terrace Perth, Western Australia 6000 PO Box 7209, Cloisters Square Western Australia 6850

Telephone (08) 9262 6777 Facsimile (08) 9322 3433 www.biomd.com.au

ANNOUNCEMENT TO THE AUSTRALIAN STOCK EXCHANGE

3 May 2011

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

Dear Sir/Madam,

Off Market Takeover Bid for Allied Medical Ltd

In accordance with item 5 of section 633(1) of the Corporations Act 2001 (Cth), find enclosed a copy of the bidder's statement dated 3 May 2011 (“ Bidder's Statement” ) in respect of an off market takeover bid ( Offer ) by bioMD Limited (“ bioMD ”) ABN 35 088 221 078, for all of the fully paid ordinary shares in Allied Medical Limited ABN 99 089 052 479 (“ Allied Medical ”).

A copy of the Bidder's Statement has been lodged with the Australian Securities and Investment Commission and served on Allied Medical earlier today.

Yours sincerely

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Darren Bromley Company Secretary

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THIS IS AN IMPORTANT DOCUMENT THAT YOU SHOULD READ CAREFULLY. IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONSULT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.

RECOMMENDED OFFER BIDDER’S STATEMENT

by

bioMD LIMITED

(ABN 35 088 221 078)

to acquire ALL of your shares in

ALLIED MEDICAL LIMITED

(ABN 99 089 052 479)

For every one of your Allied Medical Shares you will receive 32 bioMD Shares

The Board of Allied Medical Limited unanimously recommend that, in the absence of a superior offer, Allied Medical Shareholders should accept the Offer. Allied Medical’s Directors have advised that they will accept the Offer in respect of their own holdings on the same basis.

TO ACCEPT BIOMD’S OFFER, SIMPLY COMPLETE THE ENCLOSED ACCEPTANCE FORM AND RETURN IT IN THE ENVELOPE PROVIDED.

This Bidder’s Statement is dated 3 May 2011. This Bidder’s Statement includes an Offer dated 3 May 2011 to acquire ALL your Allied Medical Shares . A copy of this Bidder’s Statement was lodged with the ASIC on 3 May 2011. ASIC takes no responsibility for the content of this Bidder’s Statement.

Important Information:

Bidder’s Statement

This Bidder’s Statement is issued by bioMD Limited ABN 35 088 221 078 ( the Bidder or bioMD ) in relation to its off-market bid for all of the shares in Allied Medical Limited (ABN 99 089 052 479) ( Allied Medical ) under Part 6.5 of the Corporations Act 2001 (Cth).

A copy of this Bidder’s Statement was lodged with ASIC on 3 May 2011. Neither ASIC nor its officers takes any responsibility for the content of this Bidder’s Statement.

Investment Decision

This Bidder’s Statement does not take into account the individual investment objectives, financial situation or particular needs of each Allied Medical Shareholder (or any other person). You may wish to seek independent financial and taxation advice before making a decision as to whether or not to accept the Offer.

Disclaimer as to Forward Looking Statements

Some of the statements appearing in this Bidder’s Statement may be in the nature of forward looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industry in which Allied Medical, bioMD and the members of the bioMD Group operate as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. Neither bioMD, the officers of bioMD or persons named in this Bidder’s Statement with their consent or any person involved in the preparation of this Bidder’s Statements, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement. Any forward looking statements in this Bidder’s Statement reflect views held only as at the date of this Bidder’s Statement.

Disclaimer on Allied Medical Information

The information on Allied Medical and Allied Medical’s securities contained in this Bidder’s Statement has been prepared by the Bidder using publicly available information, information and documents provided by Allied Medical, and information discovered by bioMD through due diligence on Allied Medical. The information in this Bidder’s Statement concerning Allied Medical and Allied Medical’s securities has not been independently verified by bioMD. Accordingly, neither the Bidder, nor any of their directors or officers, or any other person named in this Bidder’s Statement or involved in the preparation of this Bidder’s Statement, subject to the Corporations Act, makes any representation or warranty (express or implied) as to the accuracy or completeness of such information, except to the extent required by law.

Further information relating to Allied Medical may be included in the Target’s Statement which Allied Medical must provide to Allied Medical Shareholders in respect to this Bidder’s Statement.

Foreign Jurisdictions

The distribution of this Bidder’s Statement in jurisdictions outside Australia and New Zealand may be restricted by law, and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Bidder’s Statement does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify bioMD, or to otherwise permit a public offering of bioMD Shares outside Australia and New Zealand.

Privacy

bioMD has collected your information from the share register of Allied Medical for the purpose of making this Offer and, if accepted, administering your shareholding in Allied Medical. The Bidder and the share

registry may disclose your personal information to their related bodies corporate and external service providers and may be required to disclose such information to regulators, such as ASX and ASIC. If you would like details of information about you held by bioMD, please contact bioMD at the address set out in the Corporate Directory.

Defined Terms

Various defined terms are used in this Bidder’s Statement. Their meaning is set out in Section 11.

CONTENTS PAGE	CONTENTS PAGE
1.	SECTION 1 – BIOMD CHAIRMAN’S LETTER.............................................................6
2.	SECTION 2 – SUMMARY OF OFFER ..................................................................................... 7
3.	SECTION 3 – REASONS FOR ACCEPTING THE OFFER................................................. 10
4.	SECTION 4 – PROFILE OF BIOMD....................................................................................... 11
5.	SECTION 5 – PROFILE OF ALLIED MEDICAL................................................................. 17
6.	SECTION 6 – RATIONALE FOR OFFER, EFFECT OF OFFER ON BIOMD AND
	INTENTIONS OF BIOMD........................................................................................................ 19
7.	SECTION 7 – RISK FACTORS................................................................................................ 23
8.	SECTION 8 – AUSTRALIAN TAX CONSIDERATIONS..................................................... 27
9.	SECTION 9 – OTHER MATERIAL INFORMATION.......................................................... 28
10.	SECTION 10 – TERMS OF OFFER......................................................................................... 34
11.	SECTION 11 – DEFINITIONS AND INTERPRETATION .................................................. 44
12.	SECTION 12 – APPROVAL OF BIDDER’S STATEMENT................................................. 48

ANNEXURE A BIOMD’S ASX ANNOUNCEMENTS ANNEXURE B BIOMD’S ANNOUNCEMENT IN RELATION TO THE OFFER

**Important Dates*:**

Date Bidder’s Statement was lodged with the ASIC and date of 3 May 2011 Bidder’s Statement Date of Offer 3 May 2011 Offer closes 17 June 2011

Note:

These dates may be changed as permitted by the Corporations Act.
The Allied Medical directors have consented to the dispatch of this document to Allied Medical Shareholders earlier than 14 days after it was given to Allied Medical.

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CORPORATE DIRECTORY

Company

bioMD Limited

Registered Office

Unit 9, 589 Stirling Highway Cottesloe WA 6011

Website: www.biomd.com.au

Directors

Robert Scott Non-Executive Chairman

Michael Bennett Managing Director

Share Registry

Computershare Investor Services Pty Ltd Level 2, Reserve Bank Building 45 St Georges Terrace Perth WA 6000

Solicitors to the Company

Jeremy Shervington Barrister & Solicitor 52 Ord Street West Perth WA 6005 Australia

Stock Exchange*

Robert Towner Executive Director

Proposed Directors

Mr Lee Rodne Executive Director

Chris Catlow Non-Executive Director

Graeme Rowley Non-Executive Director

ASX Ltd trading as Australian Securities Exchange Ltd Level 2, Exchange Plaza 2 The Esplanade Perth WA 6000

Stock Code: BOD

Auditor

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

Company Secretary

Darren Bromley

This entity has been included for information purposes only and has not been involved in the preparation of this Bidder’s Statement.

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1. SECTION 1 – BIOMD CHAIRMAN’S LETTER

Dear Allied Medical Shareholders

On 15[th] February 2011, bioMD announced an “agreed” off-market takeover in respect of all shares of Allied Medical Limited which both companies see as an attractive new opportunity for all their shareholders.

The rationale for the proposed Takeover is to create a new and diversified healthcare company, focused on providing technically advanced medical devices and solutions for the growing healthcare market. The new entity will be able to provide the infrastructure and funding needed for the commercialisation of new Australian medical technologies and devices through a growth driven medical device sales and distribution division.

This Offer is to acquire all of your Shares in Allied Medical.

By accepting this Offer, you will receive 32 ordinary shares in bioMD for every 1 Allied Medical Share you hold.

The Offer values each Allied Medical Share at $1.53, based on the closing price of a bioMD share on ASX of 4.8 cents on 2 May 2011.

bioMD will apply for the bioMD Shares issued to you under the Offer to be listed on the Australian Securities Exchange (ASX), and they will be issued fully paid and will rank equally with all existing bioMD Shares.

The Offer is for all of your Allied Medical Shares. The bioMD Board believes that the Offer provides significant benefits to you as an Allied Medical Shareholder and we encourage you to accept.

The Allied Medical Board has unanimously recommended that you accept the Offer in the absence of a superior offer.

Avexa Limited, a major shareholder of Allied has agreed with bioMD to accept the Offer in respect of 2,580,000 Allied Shares constituting 19.9% of the issued shares in Allied.

By accepting the Offer, you will become a Shareholder in bioMD, an ASX listed company incorporated in Western Australia, and which will enable you to trade your bioMD Shares on the ASX.

bioMD’s net tangible assets as at 31 December 2010 are $816,000.

Further details in respect of bioMD and Allied Medical are set out in Section 4 of this Bidder’s Statement.

The Offer is subject to a number of conditions, including bioMD acquiring a relevant interest in sufficient of Allied Medical’s Shares to enable it to proceed to compulsory acquisition of the balance. A summary of the Offer, including conditions, is set out in Section 2 of this Bidder’s Statement and full details are contained in Section 10 of this Bidder’s Statement.

To accept the Offer, please follow the instructions set out in the Bidder’s Statement and on the Acceptance Form attached to the end of this Bidder’s Statement.

I very much look forward to your acceptance of the Offer and welcoming you as a bioMD Shareholder.

Yours sincerely

Robert Scott Chairman

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2. SECTION 2 – SUMMARY OF OFFER

2.1 Key Features

The Bidder

The Offer

bioMD Limited is the company making the Offer and is incorporated in Western Australia and is listed on ASX.

The Bidder offers to acquire ALL of your Allied Medical Shares.

You may only accept the Offer in respect of 100% (and not a lesser proportion) of the Allied Medical Shares you hold.

Consideration

Offer Opens

Offer Closes

Conditions

You are offered 32 bioMD Shares for every one Allied Medical Share you own.

3 May 2011.

Unless withdrawn or extended in accordance with the Corporations Act, the Offer is open until close of business EST on 17 June 2011.

The Offer is subject to the defeating conditions set out in Clause 9.8 of this Bidder’s Statement. These conditions include (but are not limited to):

during, or by the end of, the Offer Period, bioMD becomes entitled to compulsorily acquire Allied Medical Shares pursuant to Section 661A(1) of the Corporations Act;
necessary approvals are obtained from the shareholders of bioMD;
no material adverse change in respect of Allied Medical occurs during the Condition Period; and
that no prescribed occurrences occur during the Condition Period.

bioMD may choose to waive certain of these conditions in accordance with the Offer.

In addition, the Offer is conditional on the bioMD Shares to be issued under the Offer being granted approval for admission to trading on ASX no later than seven days after the end of the Offer Period.

How to Accept

No stamp duty

Complete, sign and return the Acceptance Form including your Certificate or a signed certificate replacement form.

You will not pay any stamp duty on accepting the Offer.

When you will be paid Generally, bioMD will issue the bioMD Shares to you under the Offer on or before the earlier of:

one (1) month after this Offer is accepted, or one month after all of the conditions have been freed of fulfilled (whichever is the later); and
21 days after the end of the Offer Period.

Further information

The full terms of the Offer are set out in Section 10 of this Bidder’s Statement.

For questions regarding the Offer or how to accept, please call Michael Bennett or Robert Towner on (08) 9385 5038.

2.2 Allied Medical Board Recommendation

The Allied Medical Directors have welcomed the Offer and have agreed that, in the absence of a superior offer, they unanimously recommend that Allied Medical Shareholders accept the Offer.

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2.3 Timetable

An indicative timetable of the Merger is set out below. This timetable is indicative only and may change.

Action	Date
Announcement of Offer	15 February 2011
Lodgement of Bidder’s Statement and Target’s Statement with ASIC	3 May 2011
Bidder’s Statement dispatched to Allied Medical Shareholders, Offer opens	3 May 2011
Last date to free Offer from defeating conditions (unless extended)	10 June 2011
Closing Date of Offer under the Bidder’s Statement	17 June 2011
Anticipated date bioMD Shares to be issued under the Offer commence trading on ASX	20 June 2011

2.4 Why should you accept the Offer?

Section 3 of this Bidder’s Statement sets out reasons why Allied Medical Shareholders should accept the Offer.

2.5 Profile of bioMD

A profile of bioMD is detailed in Section 4 of this Bidder’s Statement.

2.6 Profile of Allied Medical

A profile of Allied Medical is detailed in Section 5 of this Bidder’s Statement.

2.7 Intentions of bioMD

Section 6 of this Bidder’s Statement details further information on the rationale for the Offer, the effect of the Offer on bioMD and on bioMD’s intentions in relation to Allied Medical if the Offer is successful.

2.8 Tax Considerations

Section 8 of this Bidder's Statement provides a description of the general tax implications of accepting the Share Offer. You should consult with your own tax adviser regarding the consequences of acquiring, holding or disposing of Allied Medical Shares and bioMD Shares in light of current tax laws and your particular investment circumstances.

2.9 Terms of Offer

Section 10 of this Bidder’s Statement sets out the full terms of the Offer, including defeating conditions and the effect of accepting the Offer.

2.10 Risks

Section 7 of this Bidder's Statement sets out the key risks associated with holding bioMD Shares.

2.11 When will you receive the consideration?

Once you have validly accepted the Offer, bioMD will endeavour to issue the bioMD Shares to you as soon as is practicable, and in any event on or before the earlier of:

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(a) one (1) month after this Offer is accepted, or the contract resulting from its acceptance becomes unconditional (whichever is the later); and
(b) 21 days after the end of the Offer Period.

Should you not accept the Offer and bioMD proceeds to compulsorily acquire outstanding Allied Medical Shares, then you will only receive your consideration in accordance with the timing of the compulsory acquisition provisions of the Corporations Act, which may be more than 2 months after the end of the Offer Period.

2.12 Foreign Allied Medical Shareholders

If you are a Foreign Allied Medical Shareholder then, despite any other provision of this Offer, you are offered and will receive for your Allied Medical Shares a cash amount calculated under clause 10.7. Bell Potter Securities Ltd has agreed to act as the Australian resident nominee on behalf of each Foreign Allied Medical Shareholder. Refer to Section 10.7 for further details.

For the purposes of this Bidder's Statement, you are not a Foreign Shareholder if:

(a) your address as recorded in the Allied Medical register is within Australia and its external Territories or New Zealand; or
(b) you have appointed an agent in Australia or New Zealand to receive and accept the Offer on your behalf.

Also, a person will not be a Foreign Allied Medical Shareholder if bioMD is satisfied that it is not legally or practically constrained from making the Offer to that person in the relevant jurisdiction and to issue bioMD Shares to such a person on acceptance of the Offer, and that it is lawful for the shareholder to accept the Offer in such circumstances in the relevant jurisdiction. Notwithstanding anything else in this Bidder’s Statement, bioMD is not under any obligation to spend any money, or undertake any action, in order to satisfy itself concerning any of these matters.

2.13 Further information

For queries on how to accept the Offer, please refer to Section 10.4, the enclosed Acceptance Form or call Michael Bennett or Robert Towner on (08) 9385 5038.

2.14 Important notice

The information in this Section 2 is a summary of the Offer only.

You should read the entire Bidder’s Statement and the separate Target’s Statement which will be sent to you directly by Allied Medical in relation to the Offer before deciding whether to accept the Offer.

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3. SECTION 3 – REASONS FOR ACCEPTING THE OFFER

3.1 Increased liquidity from ASX listing

As an unlisted public company, Allied Medical Shareholders are not able to trade their Allied Medical Shares freely. Allied Medical Shareholders who accept the Offer and who become bioMD Shareholders are therefore expected to benefit from the greater liquidity of being able to trade their shares on an open market.

3.2 Value of bioMD Shares

The volume weighted average price ( VWAP ) of bioMD Shares on the ASX during the 30 trading days before date of this Bidder’s Statement was 5.3 cents.

Based on the VWAP figure above, and the Offer being for 32 bioMD Shares for every Allied Medical Share, the Offer values each Allied Medical Share at $1.69 cents.

3.3 Continued interest in Allied Medical

Allied Medical Shareholders who accept the Offer and who become bioMD Shareholders will continue to have an indirect interest in Allied Medical as Allied Medical will become a wholly owned subsidiary of bioMD and Allied Medical Shareholders will own approximately 76% of bioMD at the completion of the Offer.

3.4 Other Potential Benefits

The corporate synergy between the two companies will provide for an expansion of the sales and distribution business through new medical device distribution franchises and by making acquisitions within the healthcare market. bioMD’s interest in its tissue engineering technology will provide a pathway into the extremely interesting soft tissue repair and fast moving area of stem cell use. Preliminary laboratory studies have already commenced using Mesenchymal stem cells and an ADAPT treated biomaterial patch.

The Company will continue with collaborations with companies developing the new percutaneously delivered tissue heart valves using vascular stent technology and continue testing the ADAPT technology on an already FDA approved tissue heart valve.

3.5 Scrip for scrip rollover relief

Provided bioMD achieves ownership of at least 80% of the issued Allied Medical Shares, eligible Allied Medical Shareholders may be entitled to rollover relief from capital gains tax on part of the consideration they receive under the Offer. Section 8 of this Bidder’s Statement outlines key tax considerations. You should consult a qualified tax adviser for further taxation advice.

3.6 No stamp duty or brokerage

There will be no brokerage or stamp duty payable by you in respect of the sale of your Allied Medical Shares to bioMD.

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4. SECTION 4 – PROFILE OF BIOMD

4.1 Overview of bioMD

bioMD has a mandate to invest in new emerging medical technologies and is committed to bringing cost effective and safe medical devices to the global healthcare market. The Company through its investments will help facilitate pre-commercial development requirements of design, proof of concept and clinical trials where applicable. Regulatory applications are applied for when necessary and the Company will form strategic partnerships and licensing arrangements with other companies to develop sales and distribution channels for products that reach the commercial sales and marketing stage.

4.2 Directors of bioMD

Brief profiles of the directors of bioMD are set out below.

The members of the bioMD board have been selected for their broad range of complementary skills and expertise in industry and commerce and their ability to draw on this background for the benefit of bioMD and its shareholders. Their individual and collective capabilities have been successfully demonstrated in the following areas:

a broad range of industries, including; Accounting, Finance and Broking, Medical Device sales, marketing and commercialisation.
implementation of both operational and corporate strategic initiatives;
financial management;
corporate governance principles; and
growing shareholder value.

Robert Scott – Non Executive Chairman

Robert Scott is a Chartered Accountant with 35 years experience as a Partner with major accounting firms.

Mr Scott currently serves as Chairman of Australian Renewable Fuels Ltd (Director since 2002), a Director of ASX listed entities Amadeus Energy Limited (since 1996), Homeloans Limited (since 2000), Neptune Marine Services Ltd (since May 2007), CGA Mining Ltd (since 2009), and Sandfire Resources NL (since 2010).

Michael Bennett - Managing Director

Michael Bennett has over 35 years sales and marketing experience working for United States and European medical device companies and has been involved in the introduction of many new medical and surgical device technologies to the Australian market.

After studies in medical science and commerce, Mr Bennett joined Ramsay Surgical Ltd, an Australia wide medical/surgical supply and distribution company and subsequently became General manager for their NSW operation.

From 1979 until its sale in 2001, Mr Bennett owned and operated his own private surgical supply company, and exclusively represented major overseas medical device manufacturing corporations such as Valleylab Inc, Erbe Elektromedizin, Medicon Instrumente DePuy Orthopaedics and Tornier. As a sponsor for these products in Australia his company was involved in the regulatory processes required to sell and market new products in the Australian market.

Since 2001 Mr Bennett has been consulting to overseas medical device manufacturers and to the Australian medical industry in general.

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His sales and marketing background at the corporate level ensures that management’s focus is on end-user requirements, their needs and product satisfaction.

Robert Towner - Non-Executive Director

Robert Towner has 18 years experience in financial markets as an authorised representative of Australian investment advisory firms and as a director of publicly listed and unlisted companies.

Mr Towner's stock broking career commenced in 1993 in Perth, Western Australia. In 1995 he joined Paul Morgan Securities Pty Ltd in Sydney and was subsequently appointed Manager of Retail Equities. During industry consolidation from 1999 to 2002, Paul Morgan Securities merged by acquisition with Johnson Taylor Ltd, finally forming what is now known as Bell Potter Securities.

Mr Towner has a significant level of experience in public and private capital raising initiatives, corporate and strategic development programs and is a Practitioner Member of The Stockbrokers Association of Australia (Incorporating SDIA).

His responsibilities include maintaining Board awareness of financial markets, corporate governance, capital structuring and working capital requirements.

He currently holds the positions of non-executive Chairman of Kratos Energy Limited and Managing Director of Cornerstone Corporate Pty Ltd.

4.3 Proposed Directors

It is a term of the Implementation Agreement that once the Compulsory Acquisition Condition is satisfied, bioMD will procure that Messrs Catlow, Rowley and Rodne, currently members of the board of directors of Allied Medical, are appointed as directors of bioMD.

Profiles of the Proposed Directors are:

Mr Lee Rodne – CEO, Allied Medical Limited

Mr Rodne has worked in the Healthcare and Technology markets for the past 14 years. He has served as a Director and Vice President of a U.S. based Healthcare Consulting & Distribution Company specialising on GE Healthcare products and services. Lee also provided consulting servicers to the U.S. Healthcare, Device and Technology industries including Hospitals, Clinics, Multi-National Medical Device companies, Healthcare Insurance markets and various technology driven companies. Lee holds a MBA from the University of St. Thomas, St. Paul, MN and a B.A. degree from St. Johns University.

Mr Chris Catlow – Non-Executive Chairman, Allied Medical Limited

Mr Catlow is an experienced executive in the capital markets. Over his 25 year career, he has held various senior roles in major operating companies and has considerable experience in raising both equity and debt for large projects. Mr Catlow was the inaugural CFO of Fortescue Metals Group Ltd and played a central role in its development and in raising more than US$4 billion. Mr Catlow was previously a director of Consolidated Rutile Ltd and Executive General Manager Finance of Iluka Resources Limited and is currently Chairman of Sirius Minerals plc and Indo Mines Ltd. Mr Catlow has a Bachelor of Science in Engineering from the University of Durham UK and is a Fellow of the Institute of Chartered Accountants in Australia.

Mr Graeme Rowley – Non-Executive Director, Allied Medical Limited

Mr Rowley played a central role in the development of Fortescue Metals Group Ltd from its inception in 2003. He recently retired as an Executive Director of Fortescue but continues to serve as a Non-Executive of the company. Previously he was an executive with Rio Tinto Plc holding senior positions in Hamersley Iron and Argyle Diamonds. Mr Rowley’s previous directorships have included Dampier Port Authority, the Pilbara Development Commission, the

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Council for the West Pilbara College of TAFE and the Western Australian State Government’s Technical Advisory Council.

4.4 Capital Structure

As at the date of this Offer, bioMD had on issue:

Listed Ordinary Shares	132,534,285
Unlisted Ordinary Shares	Nil
Listed Options	87,670,277
Unlisted Options	8,709,172

If the Offer is completed and bioMD has acquired 100% of the Allied Shares (including 420,000 Shares issued on conversion of the Convertible Note), the capital structure of the Company will, assuming no other bioMD securities have been issued, be as follows:

Listed Shares (Existing and New Issue)	560,810,253
Listed Options (Existing)	87,670,277
Unlisted Options (Existing)	8,709,172
Unlisted Options (New Issue)	67,000,000

4.5 Shareholders of bioMD

As at 28 February 2011, there were approximately 907 bioMD Shareholders with a range of shareholdings as follows:

1 – 1000	143
1,001 – 5,000	136
5,001 – 10,000	122
10,001 – 100,000	355
100,001 and over	151

The 20 largest bioMD Shareholders as at 28 February 2011 held 71,079,028 ordinary shares representing 53.62% of the issued capital of bioMD, and the top 20 shareholders of bioMD were as follows:

bioMD Shareholder	Number of bioMD Shares	% of bioMD Shares
Victoria Park Investments Pty Ltd	10,457,500	7.89
Mandolin Pty Ltd	10,115,000	7.63
Parerg Pty Ltd	9,600,000	7.24
Ochre Health Group Pty Limited	9,100,000	6.87
Mr Robert Edgar Thomas Towner	5,687,500	4.29
LSAF Holdings Pty Ltd	3,000,000	2.26
Mr John Towner	2,821,127	2.13
Idobee Pty Ltd	2,361,900	1.78
Bond Street Custodians Limited	2,075,000	1.57

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Torwood Resources Limited	1,872,833	1.41
Austin 4 Pty Ltd	1,809,492	1.37
Carter Capital Ltd	1,800,000	1.36
Celebration Holdings Pty Ltd	1,500,000	1.13
NR Frank Popovsky + Mrs Anna Popovsky	1,500,000	1.13
Spinifex Holdings Pty Ltd	1,410,286	1.06
Ms Irma Neethling	1,300,000	0.98
Mr Frank George Spanyik	1,300,000	0.98
Amadeus Energy Ltd	1,149,750	0.87
Dr Ross Charles Lamplugh	1,118,640	0.84
Bouta Pty Limited	1,100,000	0.83
Total	71,079,028	53.62%

4.6 Trading in bioMD Shares

bioMD Shares are quoted on ASX.

Set out below is a table showing relevant trading prices of bioMD Shares on ASX:

Comparative trading period	Price of bioMD Shares on ASX
Highest trading price in the 6 months prior to the date of printing of this Bidder’s Statement	9.5 cents	10 Feb 2011
Lowest trading price in the 6 months prior to the date of printing of this Bidder’s Statement	3.0 cents	29 Dec 2010
Closing trading price on the date bioMD announced the Takeover Bid	6.5 cents	15 Feb 2011
Approximate volume weighted average price in the 6 months prior to the date of this Bidder’s Statement	5.2 cents	3 Nov 2010
Approximate volume weighted average price in the 3 months prior to the date of this Bidder’s Statement	5.3 cents	3 Feb 2011
Approximate volume weighted average price in the 1 month prior to the date of this Bidder’s Statement	5.2 cents	3 April 2011

The last available closing sale price of bioMD Shares on ASX prior to lodgement of this Bidder’s Statement with the ASIC was $0.048 per bioMD Share on 2 May 2011.

No assurance can be given that changes in bioMD’s share price historically is indicative of future changes in bioMD’s share price.

4.7 Activities of bioMD

bioMD and its subsidiary company, Celxcel Pty Ltd, has a regenerative tissue engineering technology known as the ADAPT technology. ADAPT is a platform technology developed by Professor Leon Neethling, a specialist in cell biology and advanced tissue engineering techniques.

The ADAPT technology is used to process animal derived tissues such as bovine pericardial tissue to produce biocompatible biomaterial meshes or scaffolds used to repair soft tissue defects

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in humans. These biomaterial meshes are used to replace malfunctioning tissues such as degenerative human heart valves, to repair the soft tissues that cause hernia formation and pelvic floor muscle prolapse. They can also be used in orthopaedic soft tissue repair.

bioMD has facilitated pre-clinical animal trials, a human clinical trial and regulatory approval applications for a product called Cardiocel, an ADAPT treated biomaterial mesh patch used to repair internal heart deformities.

bioMD and Celxcel are currently involved in a cooperation with a global tissue heart valve manufacturer in testing the ADAPT technology on one of the heart valve companies FDA approved tissue heart valves. This cooperation will continue with a view to licensing the technology.

The ADAPT biomaterial is also being tested by companies involved in the manufacture of the new and exciting percutaneous replacement of heart valves. This procedure involves the new tissue heart valve being delivered on a catheter, similar to the current placement of coronary artery stents.

In addition to the above the company has commenced testing the ADAPT biomaterial as a possible delivery device for stem cells to facilitate tissue regeneration.

4.8 Publicly Available Information about bioMD

As a disclosing entity for Corporations Act purposes, bioMD is subject to regular reporting and disclosure obligations under the ASX Listing Rules. Information about bioMD, including copies of the following, is available from ASX’s website at www.asx.com.au and from bioMD’s website www.biomd.com.au . Copies of documents lodged with ASIC in relation to bioMD may also be obtained from, or inspected at, an ASIC office.

Each recipient of this document has a right to obtain a copy of:

(a) the annual financial report of bioMD for the year ended 30 June 2010;
(b) the half year financial report of bioMD for the half year ended 31 December 2010; and
(c) all continuous disclosure notices given by bioMD after the lodgement of the annual financial report referred above with ASIC and before the lodgement of this Bidder's Statement with ASIC.

A list of announcements made by bioMD to ASX since lodgement of the annual financial report referred to above is contained in Annexure A.

Recipients of this document who ask bioMD for a copy of any of the documents referred to above during the Offer period will be given a copy free of charge. The contact for this purpose is Michael Bennett or Robert Towner on (08) 9385 5038.

4.9 Announcements by bioMD in relation to the Offer

On 15 February 2011 and 24 February 2011, bioMD made public announcements to ASX in relation to the Offer. A list of all announcements made by bioMD to ASX in relation to the Offer is contained in Annexure B of this Bidder’s Statement.

4.10 Dividend Policy

Since its inception, bioMD has not paid any dividends.

The ability of bioMD to pay dividends depends on the achievement of a satisfactory level of profitability.

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bioMD can give no assurance as to the amount, timing, franking or payment of any future dividends by it. The capacity to pay dividends will depend on a number of factors including future earnings, capital expenditure requirements and the financial position of bioMD. Presently, as a predominantly research company, bioMD does not expect to be in a position to pay a dividend for some time.

4.11 Rights and liabilities attaching to bioMD Shares

Please refer to Section 9.1 for a description of the rights attaching to bioMD Shares.

4.12 AML Options Deed and the Transaction Options

Pursuant to the AML Options Deed entered into as a condition of the Implementation Agreement the holders of the AML Options have agreed, subject to the Bid becoming unconditional, to sell the AML Options to the Company in exchange for the issue of the BOD Options.

43,200,000 of the BOD Options are to be issued to the Proposed Directors with the balance to be issued to employees and consultants of AML.

It is also a term of the Implementation Agreement that the Company will issue the Transaction Options at the time the Bid becomes unconditional. Subject to the approval of bioMD Shareholders at the Meeting 11,400,000 of the Transaction Options are to be issued to the Existing Directors with the balance to be issued to advisers to the Company.

4.13 Restricted Securities

The ASX may classify certain bioMD Shares and bioMD Options as restricted securities.

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5. SECTION 5 – PROFILE OF ALLIED MEDICAL

5.1 Disclaimer

This overview of Allied Medical and all financial information concerning Allied Medical contained in this Bidder’s Statement has been prepared by bioMD using publicly available information and information provided by Allied Medical during negotiations for the execution of the Implementation Agreement, adjusted where considered appropriate by bioMD based on bioMD's industry knowledge and expertise.

bioMD conducted a review of certain information and documents made available by Allied Medical and met with certain Allied Medical executives before it announced its intention to make a takeover bid on 15 February 2011.

The information in this Bidder’s Statement concerning Allied Medical has not been independently verified. bioMD does not, subject to the Corporations Act, make any representation or warranty, express or implied, as to the accuracy or completeness of this information.

The primary sources of information about Allied Medical used by bioMD were as follows:

(a) information provided by Allied Medical’s directors during negotiations of the Implementation Agreement, which were in effect a limited due diligence;
(b) other publicly released information in relation to Allied Medical; and
(c) bioMD's own knowledge and industry expertise.

Further information relating to Allied Medical is expected to be included in the Target's Statement which Allied Medical must provide to its shareholders.

5.2 Overview of Allied Medical's activities

Allied Medical is an Australian based unlisted public company focused on the following principal activities:

a) The sale, distribution and commercialisation of medical technologies. Allied’s current product portfolio consists of medical devices that have application across a range of medical specialities including anaesthesiology, critical care, pain management, obstetrics and gynaecology; and
b) Seeking attractive investment opportunities in the Australian healthcare and lifesciences industry sector.

In 2008 Allied was invited to consider an investment in Coridon Pty Ltd, a company with innovative technology and intellectual property that has the potential to support Coridon’s entry into the global vaccine market. After due consideration Allied entered into contractual agreements with Coridon that provide Allied with the right acquire a substantial shareholding in Coridon.

Allied believes it is an opportune time to invest in vaccine technology as there is a growing market demand for effective vaccines, both in Australia and worldwide.

5.3 Information about Allied Medical securities

(a) Allied Medical Shares

As at the date of this Bidder’s Statement:

(i) Allied Medical had 12,963,624 Allied Medical Shares on issue; and

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(ii) there were approximately 2173 Allied Medical Shareholders.

(b)

Allied Medical Options

As at the date of this Bidder’s Statement, Allied Medical had 1,675,000 AML Options on issue. These are the subject of the AML Options Deed.

(c) As at the date of this Bidder’s Statement Allied Medical had issued the Convertible Note. If the Convertible Note is converted and Allied Shares are issued to the holder and if the Compulsory Acquisition Conditions is satisfied bioMD proposes to offer to acquire the resulting Allied Shares on the basis of 32 bioMD Shares for each such Allied Share.

5.4 Recent financial position and performance of Allied Medical

The annual financial report for Allied Medical for the year ended 30 June 2010 was lodged with ASIC on 27 January 2011.

The interim financial report for Allied Medical for the period ending 31 December 2010 will be annexed to the Target's Statement to be issued by Allied Medical.

5.5 Publicly Available Information about Allied Medical

Allied Medical is an unlisted disclosing entity for the purposes of the Corporations Act and as such is subject to regular reporting and disclosure obligations. Allied Medical is required to lodge various documents with ASIC. Copies of documents lodged with ASIC by Allied Medical may be obtained from or inspected at, an ASIC office.

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6. SECTION 6 – RATIONALE FOR OFFER, EFFECT OF OFFER ON BIOMD AND INTENTIONS OF BIOMD

6.1 Rationale for the Offer

bioMD implemented a strategic plan early in 2010 to increase its product development pipeline and to look at funding alternatives for these new products and technologies. It is well known that the funding of new medical technologies in Australia is a difficult task as venture capital sources are extremely limited.

After an extensive search Allied Medical was identified as a merger possibility. The two companies have a corporate synergy that will enable the building of a new and diversified healthcare company focused on providing technically advanced medical devices and solutions for the growing healthcare market.

The new entity will provide the infrastructure needed for the commercialisation of new Australian medical technologies and devices by providing a funding avenue through a growth driven medical device sales and marketing division.

6.2 Effect of Offer on bioMD

If the Offer is successful, Allied Medical will become a wholly owned subsidiary of bioMD.

The transaction is one referred to in AASB 3: Business Combinations as a reverse acquisition, where the acquirer is Allied Medical (ie the entity whose equity interests have been acquired) and bioMD is the acquiree (ie the issuing entity). The financial statements presented following the reverse acquisition are issued in the name of bioMD but represent a continuation of the financial statements of Allied Medical, incorporating the acquisition of bioMD.

Below is a consolidated pro-forma statement of financial position of bioMD as at 31 December 2010, based on the assumptions set out below.

PRO-FORMA STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2010

ASSETS Current assets Cash and cash equivalents Trade and other receivables Inventories Current tax assets Total current assets Non-current assets Available-for-sale financial assets Property, plant & equipment Deferred tax assets Intangible assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Borrowings Provisions Total current liabilities Non-current liabilities	31 Dec 2010 $
	1,412,758 1,753,810 1,929,746 85,825
	5,182,139
	1,180,000 59,812 58,615 273,615
	1,572,042
	6,754,181
	1,980,618 20,013 92,431
	2,093,062

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Provisions Total non-current liabilities Total liabilities NET ASSETS EQUITY Issued capital Retained earnings TOTAL EQUITY	124,173
	124,173
	2,217,235
	4,536,946
	4,148,844 388,102
	4,536,946

Assumptions:

Based on BOD’s and Allied’s 31 December 2010, unaudited, reviewed, consolidated statements of financial position, adjusted for the following assumptions.
Assumes 100% of Allied shares are acquired including 420,000 issued pursuant to the Convertible Note.
No account is taken of cash spent and other transactions since 31 December 2010.

6.3 Directors’ Relevant Interests post completion of the Takeover Bid

If the Offer is successfully completed, the relevant interests of the Directors of the Company will be as set out below[1] .

Name	Number of bioMD Shares held post completion of the Takeover Bid	Relevant Interest (%)	No. of bioMD Options held post completion of the Takeover Bid	No. of Transaction Options Held	Relevant Interest (fully diluted basis) (%)
Robert Scott	586,125	0.10%	390,750	1,000,000	0.04%
Robert Towner	17,611,992	3.14%	15,642,579	5,000,000	5.24%
Michael Bennett	9,720,000	1.73%	1,000,000	2,500,000	1.80%

Notes:

1 This assumes:
100% of Allied Medical Shareholders accept the Offer;
no bioMD or Allied Medical securities are issued, granted or exercised other than the issue of the BOD Options and the Transaction Options.

6.4 Proposed Directors’ Relevant Interests post completion of the Takeover Bid

If the Offer is successfully completed, the relevant interests of the Directors of the Company will be as set out below[1] .

Name	Number of bioMD Shares held post completion of the Takeover Bid	Relevant Interest (%)	No. of bioMD Options held post completion of the Takeover Bid	No. of Transaction Options Held	Relevant Interest (fully diluted basis) (%)

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Lee Rodne	19,482,976	3.47%	19,200,000	Nil	5.30%
Chris Catlow	10,189,408	1.82%	16,000,000	Nil	3.59%
Graeme Rowley	10,963,872	1.96%	8,000,000	Nil	2.60%

Notes:

1 This assumes:

100% of Allied Medical Shareholders accept the Offer;
no bioMD or Allied Medical securities are issued, granted or exercised other than the issue of the BOD Options and the Transaction Options.

6.5 Intentions of bioMD

(a) Approach

This Section sets out the intentions of bioMD on the basis of facts and information concerning Allied Medical which are known to bioMD as at the date of this Bidder’s Statement. However, bioMD will only reach final decisions in light of material facts and circumstances at the relevant time. Accordingly, the statements set out in this Section are statements of current intentions only which may vary as new information becomes available or circumstances change.

(b)
Intentions upon acquisition of 90% or more of Allied Medical

This Section describes bioMD’s intentions if the Compulsory Acquisition Condition is satisfied subject to the other conditions of the Offer.

(i) Compulsory Acquisition

bioMD intends to proceed with the compulsory acquisition of any Allied Medical Shares not acquired under the Offer. bioMD also intends, if required, to the extent it can, compulsorily acquire the Convertible Note or any Allied Shares issued thereunder.

(ii) Allied Medical

bioMD intends to appoint the Proposed Directors to it’s Board. Allied Medical’s office together with all current staff of AML and bioMD (who will be retained on existing employment terms) will be relocated to a new office location.

The Offer is conditional upon the satisfaction of the Minimum Acceptance Condition, namely that bioMD acquires a relevant interest in at least 90% of the Allied Medical Shares. While bioMD has no current intention to waive that condition, it is open to bioMD to either rely on that condition or waive it in accordance with the Corporations Act. Under the terms of the Implementation Agreement, bioMD may only vary the terms and conditions of the Offer in any manner which is permitted by the Corporations Act, provided the varied terms and conditions are not less favourable to Allied Medical Shareholders than the Offer terms set out in the Implementation Agreement.

Should bioMD choose to waive the Minimum Acceptance Condition, it may, as a result of its Offer, acquire less than 90% of Allied Medical.

In those circumstances on completion of the Offer, bioMD may hold a sufficient number of Allied Medical Shares to exercise control over the management and operations of Allied Medical, but may not be entitled to compulsorily acquire all

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outstanding Allied Medical Shares. bioMD’s intentions in those circumstances are to implement the intentions described in Section 6.5(b) above to the extent that it is economically feasible and subject to the requirements of the Corporations Act and any other applicable laws or regulations and the legal obligations of the directors of Allied Medical to act in the best interests of Allied Medical shareholders as a whole.

If the Compulsory Acquisition Condition is not fulfilled but is waived then Allied Medical Shareholders should be aware that if they do not accept the Offer they may become a “locked-in” minority after the end of the Offer Period (i.e if bioMD holds a majority of Allied Medical Shares but is not entitled to compulsorily acquire the remaining Allied Medical Shares).

Please refer to Section 7.4 for details of risk factors which may arise in relation to the Offer in the event bioMD acquires less than 100% of Allied Medical.

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7. SECTION 7 – RISK FACTORS

7.1 Overview

If the Offer becomes unconditional, Allied Medical Shareholders who accept the Offer will become bioMD Shareholders. In those circumstances, Allied Medical Shareholders will:

(a) continue to be exposed to the risks associated with the investment in Allied Medical as a result of their indirect interest in Allied Medical through bioMD;
(b) be exposed to the general risks related to any investment in a medical research company;
(c) be exposed to the risks which are specific to an investment in bioMD; and
(d) be exposed to additional risks relating to the Offer.

These risks are explained in detail below. Allied Medical Shareholders should read the Bidder’s Statement carefully and consult their professional advisers before deciding whether to accept the Takeover Offer. By accepting the Takeover Offer, Allied Medical Shareholders will be investing in bioMD.

The business activities of bioMD are subject to various risks that may impact on the future performance of bioMD. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of bioMD and cannot be mitigated.

Accordingly, an investment in bioMD carries no guarantee with respect to the payment of dividends, return of capital or price at which shares will trade and should be considered speculative. The principal risk factors include, but are not limited to, the following:

7.2 Business Risks of bioMD

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 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

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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.

General Market and Business Risks

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.

Company Specific Risks

In addition to the general risks associated with investing in securities listed on a 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 if some of the specific business risks facing bioMD in the conduct of its activities is shown below.

Liquidity of Shares

The Company has a low market capitalisation which may result in the bioMD Shares issued on acceptance of the Offer 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.

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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.

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.

7.3 General Securities Risk Factors

Share Market

There are general risks associated with any investment and the share market. The price of bioMD Shares listed on ASX may rise and fall depending on a range of factors beyond bioMD’s control and which are unrelated to bioMD’s financial performance. These factors may include movements on international stock markets, interest rates and exchange rates, together with domestic and international economic conditions, inflation rates, investor perceptions, changes in government policy, commodity supply and demand, government taxation and royalties, war, global hostilities and acts of terrorism.

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Liquidity Risk

There is no guarantee that there will be an ongoing liquid market for bioMD Shares. Accordingly, there is a risk that, should the market for bioMD Shares become illiquid, bioMD Shareholders will be unable to realise their investment in bioMD.

7.4 Risks Relating to the Takeover Offer

Issue of bioMD Shares as consideration

Allied Medical Shareholders are being offered specific quantities of bioMD Shares as consideration under the Offer. As a result, the value of the consideration will fluctuate depending upon the market value of bioMD Shares.

Acquisition of less than 100% of Allied Medical Shares

The Offer is conditional upon the satisfaction of the Compulsory Acquisition Condition.

Whilst bioMD has no present intention to waive this condition, it is possible that bioMD could waive the Compulsory Acquisition Condition. The existence of a minority interest in Allied Medical may have an impact on the operations of Allied Medical, although this impact will depend upon the ultimate level of Allied Medical ownership acquired by bioMD.

Although it is a condition of the Offer that the level of acceptance must be at least 90%, as noted in Section 6.5(c), it is possible that bioMD may waive this condition, and as a result, acquire less than 90% of Allied Medical. In the event that bioMD acquires between 0% and 79.9% of Allied Medical Shares, the roll-over relief under the CGT scrip for scrip rules referred to in Section 8 will not be available to Australian resident Allied Medical Shareholders.

Limited due diligence

In preparing the information relating to Allied Medical contained in this Bidder’s Statement, bioMD has relied on publicly available information relating to Allied Medical and information provided by Allied Medical’s board and senior management. As only limited independent due diligence has been carried out on Allied Medical, risks may exist in relation to Allied Medical of which bioMD is unaware. If any material risks are known to the directors of Allied Medical, they must be disclosed in the Target’s Statement to be issued by Allied Medical.

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8. SECTION 8 – AUSTRALIAN TAX CONSIDERATIONS

This Section of the Bidder’s Statement provides a broad outline of the principal Australian income tax consequences for the Australian resident Allied Medical Shareholders as a result of acceptance of this Offer and receiving bioMD Shares. This outline is not exhaustive of all possible income tax considerations that could apply to particular Allied Medical shareholders.

There are a number of limitations to this outline including that:

it applies only to Australian resident Allied Medical Shareholders. Special additional rules may apply to particular Allied Medical Shareholders, such as insurance organizations, superannuation funds, tax exempt organizations and financial institutions; and
it is based on Australian tax law in effect at the date of the Bidder’s Statement. It does not consider or anticipate any changes in the law (including changes to legislation, judicial authority or administrative practice).

The transfer of Allied Medical Shares by Allied Medical Shareholders to bioMD will constitute a capital gains tax (“CGT”) event resulting in a capital gain or loss arising for income tax purposes.

Prima facie, a capital gain will arise for the Allied Medical Shareholders where the value of the bioMD Shares acquired exceeds the CGT cost base of the Allied Medical Shares disposed. A capital loss will arise where the value of the bioMD Shares acquired is less than the reduced cost base of the Allied Medical Shares disposed.

However, to the extent that bioMD Shares are received as consideration in relation to the sale of Allied Medical Shares, an Australian resident Allied Medical Shareholder may choose to obtain roll-over relief under the CGT scrip for scrip rules where the specific conditions for roll-over relief are met. The most significant of these conditions is that the exchange of shares must result in bioMD becoming the owner of 80% or more of the voting shares of Allied Medical. Where bioMD acquires less than 80% of the shares in Allied Medical, roll-over relief will not be available.

Where roll-over relief is available, any capital gain which would otherwise be realised by Australian resident Allied Medical shareholders may be deferred until the bioMD Shares received are ultimately sold or otherwise dealt with for CGT purposes.

bioMD and its advisers do not accept any liability or responsibility in respect of any statement concerning the taxation consequences of the Offer or in respect of the taxation consequences themselves. All Allied Medical Shareholders, particularly those shareholders whose situation is not addressed in this outline as noted above, should consult their own independent professional tax advisers regarding the income tax and capital gains tax consequences of disposing of Allied Medical Shares and acquiring bioMD Shares.

Any Allied Medical Shareholders not resident in Australia or New Zealand for tax purposes should seek their own independent taxation advice.

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9. SECTION 9 – OTHER MATERIAL INFORMATION

9.1 Rights and Liabilities Attached to bioMD Shares

There is only one class of share on issue in the Company being fully paid ordinary shares. The rights attaching to bioMD Shares are:

(a) set out in the Constitution, a copy of which is available for inspection at the registered office of the Company during normal business hours; and
(b) in certain circumstances, regulated by the Corporations Act, the Listing Rules, the SCH Business Rules and the general law.

The following is a summary of the principal rights of the holders of bioMD Shares.

Voting

Every holder of shares present in person or by proxy, attorney or representative at a meeting of shareholders has one vote on a vote taken by a show of hands, and, on a poll every holder of shares who is present in person or by proxy, attorney or representative has one vote for every fully paid share held by him or her, and a proportionate vote for every partly paid share, registered in such shareholder's name on the Company's share register.

A poll may be demanded by the chairman of the meeting, by any five shareholders present in person or by proxy, attorney or representative, or by any one or more shareholders who are together entitled to not less than five percent of the total voting rights of, or paid up value of, the shares of all those shareholders having the right to vote at that meeting.

Dividends

Dividends are payable out of the Company's profits and may be declared by the Directors.

Transfer of Shares

A shareholder may transfer shares by a market transfer in accordance with any computerised or electronic system established or recognised by ASX or the Corporations Act for the purpose of facilitating transfers in shares or by an instrument in writing in a form approved by ASX or in any other usual form or in any form approved by the Directors.

The Directors of the Company may refuse to register any transfer of shares, other than a proper SCH transfer (as defined in the Corporations Act), where permitted by the Listing Rules. The Company must not refuse to register or give effect to or delay or in any way interfere with a proper SCH transfer of shares or other securities.

9.2 Implementation Agreement

Pursuant to the Implementation Agreement BOD and AML agreed to implement the Offer. A summary of the material terms that are not otherwise described in this Bidder’s Statement are:

(a) During the Offer Period AML must not conduct its business otherwise than in the ordinary course;
(b) It is acknowledged that BOD has completed due diligence on AML;
(c) There are industry-standard restrictions imposed on AML in respect of soliciting any Competing Proposal;
(d) AML is not prevented from doing anything in relation to a Competing Proposal that is or could become a Superior Proposal. bioMD is given a “matching right” in the event a Superior Proposal emerges;

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(e) A break fee of $85,655 is payable by bioMD or AML in certain industry standard circumstances;

(f) Certain warranties are provided by both parties.

9.3 Avexa Deed

Pursuant to an agreement between Avexa and the Company entered into on 14 February 2011 in fulfilment of a condition of the Implementation Agreement Avexa agreed with BOD to accept the Offer in respect of 2,580,000 AML Shares owned by Avexa.

9.4 AML Options Deed

The Company has entered into the AML Options Deed pursuant to which the holders of all of the AML Options agree with BOD to transfer the AML Options to BOD in exchange for the issue to them of the BOD Options at the time of and conditional upon the Bid being declared or becoming unconditional.

9.5 Sources of consideration

The consideration for the acquisition of the Allied Medical Shares to which the Offer relates will be satisfied by the issue of bioMD Shares.

The maximum number of bioMD Shares which would be issued under the Offer if acceptances are received in respect of Allied Medical Shares on issue as at the date of this Bidder’s Statement is approximately 414,835,968 bioMD Shares.

bioMD has the capacity to issue the maximum number of bioMD Shares which it may be required to issue under the Offer, subject to shareholders approving of the resolutions to fulfil condition 2 in Section 10.8 at the Meeting.

9.6 Information incorporated into the Bidder’s Statement by reference

Pursuant to section 636(1)(g) of the Corporations Act, the Bidder is required to disclose in the Bidder’s Statement all material that would be required for a prospectus for an offer of the bioMD Shares to be issued under the Offer. Pursuant to section 712 of the Corporations Act, this Bidder’s Statement incorporates by reference:

Document	Description
Interim Results of bioMD for half year ended31 December 2010	Lodged with ASX on 28 February 2011 and available on theCompany’swebsite.
Annual Financial Report of bioMD for year ended 30 June 2010	Lodged with ASX on 30 September 2010 and available on the Company’s website.

The Bidder will provide a copy of these documents free of charge to any person who requests a copy during the Offer Period. To obtain a copy of any of the above documents during the Offer Period please contact Michael Bennett or Robert Towner on (08) 9385 5038.

9.7 Date for Determining Holders of Shares

For the purposes of section 633 of the Corporations Act, the date for determining the people to whom information is to be sent under items 6 and 12 of section 633(1) of the Corporations Act as the Register Date.

9.8 Foreign Shareholders

Allied Medical Shareholders who are Foreign Shareholders will not be entitled to receive bioMD Shares as consideration for their Allied Medical Shares pursuant to the Offer, unless bioMD otherwise determines.

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An Allied Medical Shareholder is a Foreign Shareholder for the purposes of the Offer if their address as shown in the register of members of Allied Medical is in a jurisdiction other than Australia or its external territories or New Zealand. However, such a person will not be a Foreign Shareholder if bioMD is satisfied that it is not legally or practically constrained from making the Offer to a Allied Medical Shareholder in the relevant jurisdiction and to issue bioMD Shares to such a shareholder on acceptance of the Offer, and that it is lawful for the shareholder to accept the Offer in such circumstances in the relevant jurisdiction. Notwithstanding anything else in this Bidder’s Statement, bioMD and the Bidder are not under any obligation to spend any money, or undertake any action, in order to satisfy them concerning any of these matters.

The bioMD Shares which would otherwise have been issued to Foreign Shareholders (if any) will instead be issued to a nominee approved by ASIC, who will sell these shares. The net proceeds of the sale of such shares will then be remitted to the relevant Foreign Shareholders. See Section 10.7 for further details.

9.9 Disclosure of Interests of Certain Persons

Other than as set out below or elsewhere in this Bidder’s Statement, no:

(a) director or proposed director of bioMD;
(b) person named in this Bidder’s Statement as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Bidder’s Statement;
(c) promoter of bioMD; or
(d) broker or underwriter in relation to the Offer,

(such person being an “Interested Person”) has, or had within 2 years before the date of this Bidder’s Statement, any interest in:

(e) the formation or promotion of bioMD;
(f) any property acquired or proposed to be acquired by bioMD in connection with its formation or promotion or in connection with the Offer; or
(g) the offer of bioMD Shares under this Bidder’s Statement,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of those persons as an inducement to become, or to qualify as, a director or expert of bioMD or otherwise for services rendered by him in connection with the formation or promotion of bioMD or the issue of bioMD Shares under this Bidder’s Statement.

Jeremy Shervington has acted as legal adviser in relation to the Offer. bioMD estimates it will pay Jeremy Shervington approximately $50,000 and 1,000,000 Transaction Options for these services. During the 24 months preceding the date of this Bidder’s Statement, Jeremy Shervington has not received any fees for services from BOD. Subsequently, fees will be charged in accordance with normal charge out rates. In addition a company controlled by Jeremy Shervington will be issued 1 million of the Transaction Options.

BDO Corporate Tax (WA) Pty Ltd has acted as Australian taxation adviser in relation to the Offer. bioMD estimates it will pay BDO Corporate Tax (WA) Pty Ltd approximately $12,000 for these services.

9.10 Disclosure of Fees and Benefits Received by Certain Persons

Other than as set out below or elsewhere in this Bidder’s Statement, no amounts have been paid or agreed to be paid and no benefits have been given:

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(a) to a director or proposed director of bioMD or the Bidder to induce them to become, or to qualify as, a director of bioMD or the Bidder;
(b) for services provided by an Interested Person in connection with the formation or promotion of bioMD or the Bidder or the Offer.

9.11 Disclosure of Interests of bioMD Directors

The Directors of bioMD have the following interests in bioMD securities and Allied Medical securities (either held directly, held by entities controlled by them or held by entities of which they are directors) as at the date of this Bidder’s Statement:

Director	bioMD Shares	bioMD Options	Allied Medical Shares
RobertScott	586,125	390,750	Nil
Robert Towner	17,611,992	15,642,579	Nil
Michael Bennett	9,720,000	1,000,000	Nil

Notes:

This table includes interests held by related parties of the Directors.

The relevant interests of the Directors if the Offer is successfully completed are set out in Section 6.3.

In the last two financial years bioMD paid by way of remuneration for services provided by the Existing Directors, companies associated with the Existing Directors or their associates in their capacity as Directors the following amounts:

	2009	2010
R Scott	$42,200	$42,200
R Towner	$200,000	$200,000
M Bennett	$300,000	$300,000

9.12 Disclosure of Interests of Proposed Directors

The Proposed Directors of bioMD have the following interests in bioMD securities and Allied Medical securities (either held directly, held by entities controlled by them or held by entities of which they are directors) as at the date of this Bidder’s Statement:

Proposed Director	bioMD Shares	bioMD Options	Allied Medical Shares
Lee Rodne	0	0	608,843
Chris Catlow	0	0	318,419
Graeme Rowley	0	0	342,621

Notes:

This table includes interests held by related parties of the Directors.

The relevant interests of the Proposed Directors of the Company if the Offer is successfully completed are set out in Section 6.3.

If the Proposed Directors are appointed as directors of the Company, the Company proposes to provide the Proposed Directors with up to a total combined remuneration of up to $150,000.00. The board of the Company will determine the amounts for each Proposed Director if the Offer is successfully completed.

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9.13 BOD Options and the Transaction Options

Below are the terms of the BOD Options and the Transaction Options:

(a) Each Option, when exercised, entitles the holder to subscribe for and be allotted one Share in the capital of the Company;
(b) The Options can be exercised in whole or in part, and if exercised in part multiples of 20,000 must be exercised on each occasion;
(c) exercisable at 6 cents each and expiring 5 years after the date of issue;
(d) non-transferable;
(e) The Optionholder cannot participate in any new issue of securities of the Company to Shareholders without exercising the relevant Options in which case the Optionholder will be afforded the period of at least 9 Business Days prior to and inclusive of the record date to determine entitlements to the issue to exercise the relevant Options;
(f) The Options do not confer on the holder any rights to participate in dividends until Shares are allocated pursuant to the exercise of the Options;
(g) In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules (if applicable) and in any case in a manner which will not result in any benefits being conferred on the Optionholder which are not conferred on Shareholders;
(h) The number of Shares to be issued pursuant to the exercise of Options will be adjusted for bonus issues made prior to the exercise of the Options so that, upon exercise of the Options the number of Shares received by the Optionholder will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date for the bonus issues. The exercise price of the Options shall not change as a result of any such bonus issue;
(i)
Application will not be made for the Options to be granted quotation by ASX;
(j) Subject to paragraph (h) above the Options do not confer on the holder any right to a change in the exercise price of the Options or a change to the number of underlying securities over which the Options can be exercised;
(k) The BOD Options or Transaction Options to be issued to each Optionholder will vest in respect of that Optionholder:
(i) as to 1/3 provided s/he remains employed by BOD 12 months from the date of issue;
(ii) as to 1/3 provided s/he remains employed by BOD 24 months from the date of issue;
(iii) as to 1/3 provided s/he remains employed by BOD 36 months from the date of issue.

9.14 Consents

This Bidder’s Statement includes statements which are made in or based on statements made in documents lodged with ASIC. Under the terms of ASIC Class Order 01/1543, the parties making those statements are not required to consent to, and have not consented to, inclusion of those statements in this Bidder’s Statement. If you would like to receive a copy of any of those documents, or the relevant parts of the documents containing the statements (free of charge) during the bid period, please contact Michael Bennett or Robert Towner on (08) 9385 5038.

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In addition, as permitted by ASIC Class Order 03/635, this Bidder’s Statement may include or be accompanied by certain statements:

(a) fairly representing a statement by an official person; or
(b) from a public official document or a published book, journal or comparable publication.

In accordance with Section 636(3) of the Corporations Act:

(a) Jeremy Shervington has consented to being named as legal advisers to bioMD in this Bidder’s Statement and has not withdrawn its consent prior to lodgement of this Bidder’s Statement with the ASIC;
(b) BDO Corporate Tax (WA) Pty Ltd has consented to being named as Australian taxation advisers to bioMD in this Bidder’s Statement and has not withdrawn its consent prior to lodgement of this Bidder’s Statement with the ASIC;
(c) Allied Medical and the directors of Allied Medical have consented in writing to the various statements throughout this Bidder’s Statement that have been attributed as being stated in their opinion (in the form and context in which they are included) and have not withdrawn its consent prior to lodgement of this Bidder’s Statement with ASIC;
(d) the Proposed Directors have consented to being named as proposed directors in this Bidder’s Statement and have not withdrawn their consent prior to lodgement of this Bidder’s Statement with the ASIC;
(e) Computershare Investor Services Pty Ltd has consented to being named as share registry to bioMD in this Bidder’s Statement and has not withdrawn its consent prior to lodgement of this Bidder’s Statement with ASIC; and
(f) BDO has given its written consent to being named as auditor to bioMD in this Bidder’s Statement and has not withdrawn its consent prior to lodgement of this Bidder’s Statement with ASIC.

9.15 Consent to early dispatch

The Allied Medical directors have consented to the dispatch of this document to Allied Medical Shareholders earlier than 14 days after it was given to Allied Medical.

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10. SECTION 10 – TERMS OF OFFER

10.1 General Terms

(a) (Offer) The Bidder offers to acquire all of your Allied Medical Shares on the terms and conditions of this Offer. This Offer relates to all Allied Medical Shares which exist (or will exist) as at the Registry Date.
(b) (Rights) : If you accept this Offer and bioMD acquires your Allied Medical Shares, the Bidder is also entitled to any Rights in respect of your Allied Medical Shares.
(c) (Consideration) : The consideration under the Offer is 32 bioMD Shares for every one Allied Medical Share you own, subject to the terms and conditions set out in the Offer.
(d) (Rounding) : If you become entitled to a fraction of a bioMD Share under the Offer, the number of bioMD Shares will be rounded down to the nearest whole number.
(e) (Foreign Shareholders) : If you are a Foreign Shareholder then despite any other provision of this Offer, you are offered and will receive for your Allied Medical Shares a cash amount calculated under Section 10.7(a).
(f) (ASX Listing of bioMD Shares) : bioMD will apply for official quotation of the bioMD Shares on ASX. Quotation will not be automatic but will depend on ASX exercising its discretion. bioMD has already been admitted to the official list of ASX and the bioMD Shares to be issued under the Offer are of the same class as bioMD Shares already quoted on ASX. bioMD cannot guarantee, and does not represent or imply, that the bioMD Shares will be listed.
(g) (Ranking of bioMD Shares) : The bioMD Shares to be issued pursuant to this Offer will, from their date of issue, rank equally in all respects with existing bioMD Shares currently on issue.
(h) (Terms of bioMD Shares) : The rights and obligations of the bioMD Shares are set out in Section 9.1 of the Bidder’s Statement.

10.2 Offer Period

Unless withdrawn, this Offer will remain open for acceptance during the period commencing on the date of this Offer and ending at close of business EST on 17 June 2011, subject to any extension in accordance with the Corporations Act.

10.3 Who May Accept

(a) (Registered Holders at Registry Date and Additional Holders) : This Offer is being made to each holder of Allied Medical Shares registered, or entitled to be registered, in the register of shareholders of Allied Medical as at close of business EST on the Registry Date.
(b) (Transferees) : A person who:
(i) is able during the Offer Period to give good title to a parcel of Allied Medical Shares; and
(ii) has not already accepted this Offer which relates to those Allied Medical Shares,

may accept as if an Offer from the Bidder on terms identical with this Offer had been made to that person in relation to those Allied Medical Shares.

(c) (Trustees and Nominees) : If at any time during the Offer Period and before this Offer is accepted you hold your Allied Medical Shares in two or more distinct portions (for

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example, as trustee, nominee or otherwise on account of another person) within the meaning of Section 653B of the Corporations Act, then:

(i) this Offer is deemed to consist of a separate corresponding Offer to you in relation to each distinct portion of your Allied Medical Shares; and
(ii) acceptance by you of the Offer for any distinct parcel of Allied Medical Shares is ineffective unless you give written notice to bioMD stating that your Allied Medical Shares consist of distinct portions and your acceptance specifies the number of the Allied Medical Shares in each separate parcel to which the acceptance relates.
(d) (Foreign Laws): This Offer is not registered in any jurisdiction outside Australia (unless an applicable foreign law treats it as registered as a result of the Bidder’s Statement being lodged with ASIC). It is your sole responsibility to satisfy yourself that you are permitted by any foreign law applicable to you to accept this Offer and to comply with any other necessary formality and to obtain any necessary governmental or other consents.

10.4 How to Accept this Offer

(a) (Acceptance) : To accept this Offer, you must (either personally or through an agent):
(i) complete and sign the Acceptance Form in accordance with the instructions on the Acceptance Form; and
(ii) ensure that the Acceptance Form together with all other documents required by the instructions on it (including the certificates in respect of any of your Allied Medical Shares which are certificated) are received at the following address before the end of the Offer Period :

Mailing Address:

Computershare Investor Services Pty Ltd GPO Box 52 Melbourne VIC 8060

(b) (100% Acceptance Only) : You may only accept this Offer in respect of 100% (and not a lesser proportion) of your Allied Medical Shares. For example, if you have 10,000 Allied Medical Shares and you wish to accept the Offer, you may only accept this Offer in respect of 10,000 Allied Medical Shares.
(c) (Facsimile) : The return of the Acceptance Form to the Company (or Computershare) by facsimile does not satisfy the requirements of Sections 10.4(a) (unless you have made prior arrangements with the Bidder).
(d) (Acceptance Irrevocable) : Once you have accepted this Offer, you will be unable to revoke your acceptance and the contract resulting from your acceptance will be binding on you, subject to section 650E of the Corporations Act.
(e) (Validation of Ineffective Acceptance) : The Bidder may, in its sole discretion, at any time deem any Acceptance Form it receives to be a valid acceptance in respect of your Allied Medical Shares even if a requirement for acceptance has not been complied with.

10.5 The Effect of Acceptance

(a) By following the procedures described in Sections 10.4(a), you will be deemed to have:
(i) accepted this Offer in respect of the Allied Medical Shares registered in your name to which this Offer relates (“ Purchased Shares” ), regardless of the

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number of Allied Medical Shares specified in the Acceptance Form (subject however to Sections 10.3(b));

(ii)
agreed to transfer your Purchased Shares to the Bidder;
(iii) agreed to accept the consideration being offered by the Bidder and agreed to be bound by the Constitution of bioMD;
(iv) authorised the Bidder to complete the Acceptance Form by correcting any errors in or omissions from the Acceptance Form as may be necessary:
(A) to make the Acceptance Form an effective acceptance of this Offer; and/or
(B) to enable registration of the transfer to bioMD of your Purchased Shares;
(v) irrevocably authorised and directed Allied Medical to pay to the Bidder or to account to the Bidder for all dividends and other distributions and entitlements which are declared, paid or which arise or accrue after the date of this Offer in respect of your Purchased Shares which the Bidder acquires pursuant to this Offer (subject to the Bidder accounting to you for any dividends, distributions or entitlements received by it if your acceptance of this Offer is validly withdrawn pursuant to section 650E of the Corporations Act or the contract resulting from that acceptance becomes void);
(vi) represented and warranted to the Bidder that the Bidder will acquire good title to and beneficial ownership of all of your Purchased Shares free from all mortgages, charges, liens, encumbrances (whether legal or equitable) and other third party interests of any kind;
(vii) unless you are a Foreign Shareholder (as that expression is defined in Section 11 of this Bidder’s Statement), agreed to accept the bioMD Shares to which you become entitled by accepting this Offer subject to bioMD's Constitution and the terms of issue of the bioMD Shares and to have authorised bioMD to place your name on its register of shareholders as the holder of your portion of bioMD Shares;
(viii) represented and warranted to the Bidder that the making by the Bidder to you, and your acceptance, of this Offer is lawful under any Foreign Law which applies to you, to the making of this Offer, and to your acceptance of this Offer;
(ix) agreed to indemnify the Bidder fully in respect of any claim, demand, action, suit or proceeding made or brought against the Bidder and any loss, cost, expense, damage or liability whatsoever suffered or incurred by the Bidder as a result of the Bidder not receiving from you any certificate(s) for your Purchased Shares;
(x) appointed the Bidder or any nominee of the Bidder as your agent and attorney to exercise all the powers and Rights attaching to your Purchased Shares and have agreed not to revoke that appointment during the period (“ Proxy Period” ) between the date of your acceptance of this Offer and the earlier of:
(A) the date on which the Bidder is registered as the holder of your Purchased Shares;
(B) the date on which your acceptance is validly withdrawn pursuant to section 650E of the Corporations Act; or

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(C) the date on which the contract resulting from your acceptance becomes void under section 650G of the Corporations Act;
(xi) agreed that in exercising the powers conferred by the power of attorney in Section 10.5(a)(x) above, the Bidder or its nominee is entitled to act in the interests of the Bidder;
(xii) authorised the Bidder, as your agent and attorney, and in your name and on your behalf, to execute, at any time after your acceptance of this Offer, all forms, notices and instruments in respect of your Purchased Shares, and to have agreed not to revoke that authority during the Proxy Period;
(xiii) if Allied Medical makes any offer for the issue of any securities in Allied Medical to you between the period commencing on 15 February 2011 (being the date of announcement of the Takeover Bid) (“ Additional Allied Medical Securities” ) and expiring at the end of the Offer Period, irrevocably appointed the Bidder and its directors from time to time jointly and severally as your attorney in your name and on your behalf, with effect from the date that the Offer, or any contract resulting from your acceptance of the Offer, becomes unconditional, to execute all such instruments as the Bidder may require including, without limitation, the rights to:
(A) receive, on your behalf, any offer made by Allied Medical for the issue of Additional Allied Medical Securities;
(B) accept, on your behalf, any offer made by Allied Medical for the issue of Additional Allied Medical Securities by:
- (I) completing any application form for the issue of the Additional Allied Medical Securities in your name; and
- (II) remitting the subscription monies to Allied Medical in payment for the Additional Allied Medical Securities the subject of the offer; and
(C) execute all forms, transfers, assignments, notices, instruments, consents and agreements as may be required for the purpose of vesting in the Bidder the Additional Allied Medical Securities in satisfaction of the loan that will arise as a result of the Bidder remitting the subscription monies to Allied Medical in accordance with paragraph (B)(II) above;

and to have agreed that in exercising the powers conferred by that power of attorney, the attorney shall be entitled to act in the interests of the Bidder as the beneficial owner and intended registered holder of your Allied Medical Shares in respect of which you have accepted this Offer and to have further agreed to do all such acts, matters and things that the Bidder may require to give effect to the matters the subject of this paragraph (including the execution of a written form of application for the Additional Allied Medical Securities to the same effect as this paragraph which complies in all respects with the requirements of the Constitution of Allied Medical) if requested by the Bidder; and

(xiv) irrevocably appointed the Bidder and its directors from time to time jointly and severally as your attorney in your name and on your behalf, with effect from the date that the Offer, or any contract resulting from your acceptance of the Offer, becomes unconditional to exercise all powers and Rights which you may have as the holder of your Allied Medical Shares including, without limitation, the rights to:

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(A) attend and vote in respect of your Allied Medical Shares at any and all meetings of Allied Medical;
(B) requisition or join with other holders of Allied Medical Shares in requisitioning and/or convening a meeting of the members of Allied Medical;
(C) demand a poll for any vote to be taken at any meeting of Allied Medical Shareholders;
(D) propose or second any resolutions to be considered at any, and all meetings of Allied Medical Shareholders;
(E) execute all forms, transfers, assignments, notices, instruments (including instruments appointing a director of the Bidder as a proxy in respect of all or any of your Allied Medical Shares and a transfer form for your Allied Medical Shares), proxies, consents, agreements and resolutions relating to your Allied Medical Shares;
(F) request Allied Medical to register in the name of the Bidder or its nominee your Allied Medical Shares which you hold on any register of Allied Medical,

and to have agreed that in exercising the powers conferred by that power of attorney, the attorney shall be entitled to act in the interests of the Bidder as the beneficial owner and intended registered holder of your Allied Medical Shares in respect of which you have accepted this Offer and to have further agreed to do all such acts, matters and things that the Bidder may require to give effect to the matters the subject of this paragraph (including the execution of a written form of proxy to the same effect as this paragraph which complies in all respects with the requirements of the Constitution of Allied Medical) if requested by the Bidder.

(b) The Bidder may at any time in its absolute discretion:
(i) treat the receipt by it of an Acceptance Form during the Offer Period (or in an envelope post-marked before the expiry of the Offer Period) as a valid acceptance notwithstanding that one or more of the other requirements for a valid acceptance have not been complied with; and
(ii) where you have satisfied the requirements for acceptance in respect of only some of your Purchased Shares, treat the acceptance as a valid acceptance in respect of all of your Purchased Shares.

In respect of any part of an acceptance treated by it as valid, the Bidder will provide you with the relevant consideration in accordance with Section 10.6(a), and the exercise of the Bidder's rights under this Section 10.5 will be conclusively and only evidenced by its so doing. This Section is not a condition of this Offer.

10.6 Provision of Consideration

(a) Subject to the terms of this Offer and the Corporations Act, the Bidder will procure the issue of the consideration for your Allied Medical Shares not later than one month after this Offer is accepted or this Offer (or the contract resulting from its acceptance) becomes unconditional, whichever is the later, but in any event (assuming the Offer becomes or is declared unconditional) not later than 21 days after the end of the Offer Period.
(b) Subject to Section 10.7, a holding statement for the bioMD Shares to which you become entitled by accepting this Offer will be sent by pre-paid mail to your address as shown on the Acceptance Form.

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(c) Where the Acceptance Form requires an additional document to be given with your acceptance (such as a power of attorney):

(i) if that document is given with your acceptance, the Bidder will procure the issue of the consideration in accordance with Section 10.6(a);
(ii) if that document is given after acceptance and before the end of the Offer Period while this Offer is subject to a defeating condition, the Bidder will procure the issue of the consideration by the end of whichever of the following periods ends earlier:
- (A) within one month after this Offer becomes unconditional; or
- (B) 21 days after the end of the Offer Period;
(iii) if that document is given after acceptance and before the end of the Offer Period while this Offer is not subject to a defeating condition, the Bidder will procure the issue the consideration by the end of whichever of the following periods ends earlier:
- (A) one month after that document is given; or
- (B) 21 days after the end of the Offer Period; and
(iv) if that document is given after the end of the Offer Period, the Bidder will procure the issue the consideration within 21 days after that document is given.
(d) If, at the time you accept the Offer, any of the following:
(i) Banking (Foreign Exchange) Regulations 1959 (Cth);
(ii) Charter of the United Nations (Terrorism and Dealing with Assets) Regulations 2002 (Cth);
(iii) Charter of the United Nations (Sanctions – Afghanistan) Regulations 2001 (Cth);
(iv) Iraq (Reconstruction and Repeal of Sanctions) Regulations 2003 (Cth); or
(v) any other law of Australia,

require that an authority, clearance or approval of the Reserve Bank of Australia, the Australian Taxation Office or any other government authority be obtained before you receive any consideration for your Purchased Shares, or would make it unlawful for the Company to provide any consideration to you for your Purchased Shares, you will not be entitled to receive any consideration for your Purchased Shares until all requisite authorities, clearances or approvals have been received by the Company.

10.7 Foreign Shareholders

(a) If you are a Foreign Shareholder (as that expression is defined in Section 11 of this Bidder’s Statement), and you accept this Offer, the Bidder will:
(i) arrange for the issue to a nominee approved by the ASIC ( Nominee ) of the number of bioMD Shares to which you and all other foreign shareholders would have been entitled but for this Section;
(ii) cause those bioMD Shares to be offered for sale in such manner, at such price and on such other terms and conditions as are approved by the nominee; and

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(iii) pay to you the amount ascertained in accordance with the following formula:

Net Proceeds of Sale x YS TS

Where:

(A) Net Proceeds of Sale is the amount remaining after deducting the expenses of the sale from the proceeds of sale;
(B) YS is the number of bioMD Shares which would, but for Section 10.7, have been allotted and issued to you; and
(C) TS is the total number of bioMD Shares allotted and issued to the nominee under this Section in respect of the Allied Medical Shares held by all foreign shareholders.
(b) You will be paid your share of the proceeds of the sale of the bioMD Shares by the Nominee in Australian currency.
(c) Payment will be made by cheque posted to you at your risk by ordinary mail (or in the case of overseas shareholders, by airmail) as soon as practicable and in any event within the period required by the Corporations Act to your address in the most up to date copy of the Allied Medical register provided to the Company before your consideration cheque is produced.
(d) Under no circumstances will interest be paid on your share of the proceeds of the sale of bioMD Shares by the Nominee, regardless of any delay in remitting these proceeds to you or your receipt of those proceeds.

10.8 Defeating Conditions of this Offer

CONDITIONS

1. MINIMUM ACCEPTANCE CONDITION

At or before the end of the Offer Period and in any event no later than 30 June 2011, BOD becomes entitled to compulsorily acquire any AML Shares pursuant to the provisions of section 661A (1) of the Corporations Act.

2. SHAREHOLDER APPROVAL

Prior to the end of the Offer Period the holders of BOD Shares have passed such resolutions at a general meeting as are required to be passed pursuant to the requirements of the Listing Rules and policies of ASX to enable to Bid to be concluded in the terms contemplated by the Implementation Agreement and to enable the BOD Options and Transaction Options to be issued.

3. WITHDRAWAL OF AML SUPPORT

Prior to the end of the Offer Period, the AML Board makes a public statement that it no longer supports the Bid or any member of the AML Board withdraws a recommendation previously made or indicates that he or any associate of his does not intend to accept the Offer.

4. AVEXA DEED

Prior to the end of the Offer Period, the termination of the Avexa Deed.

5. AML OPTIONS DEED

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Prior to the end of the Offer Period, the termination of the AML Options Deed.

6. NO PRESCRIBED OCCURRENCES

None of the following events happen prior to the end of the Offer Period:

(a) AML converting all or any of its shares into a larger or smaller number of shares;
(b) AML or a subsidiary of AML resolving to reduce its share capital in any way or reclassifying , combining , splitting or redeeming or repurchasing directly or indirectly any of its shares;
(c) AML or any subsidiary of AML entering into a buy-back agreement or resolving to approve the terms of a buy-back agreement under the Corporations Act;
(d) AML or a subsidiary of AML issuing shares, or granting an option over any of its shares , or agreeing to make such an issue or grant such an option other than pursuant to the exercise of an AML Option ;
(e) AML or a subsidiary of AML issuing or agreeing to issue, securities or other instruments convertible into shares or debt securities;
(f) AML or a subsidiary of AML disposing, or agreeing to dispose, of the whole or a substantial part of its business or assets;
(g) AML or a subsidiary of AML charges, or agrees to charge, the whole, or a substantial part of its business or assets;
(h) AML or a subsidiary of AML resolves to be wound up;
(i) A liquidator or provisional liquidator of AML or a subsidiary of AML is appointed;
(j) A Court makes an order for the winding up of AML or a subsidiary of AML;
(k) An administrator of AML, or of a subsidiary of AML, is appointed under section 436A, 436B or 436C of the Corporations Act;
(l) AML or a subsidiary of AML executes a deed of company arrangement;
(m) A receiver or a receiver and manager is appointed in relation to the whole or a substantial part of the assets of AML or a subsidiary of AML.

7. NO ACTION BY GOVERNMENTAL AGENCY ADVERSELY AFFECTING THE BID

Before the end of the Offer Period:

(a) there is not in effect any preliminary or final decision, order or decree issued by a Governmental Agency;
(b) no action or investigation is instituted, or threatened with respect to AML or any subsidiary of AML;
(c) no application is made to any Governmental Agency (other than an application by BOD or any company within the BOD Group),

in consequence of, or in connection with the Bid which restrains, prohibits or impedes or threatens to restrain, prohibit or impede, or may otherwise materially adversely impact upon the making of the Bid or the completion of any transaction contemplated by the Bid or seeks to require the divestiture by BOD of any AML Shares or the divestiture of any assets by AML or any subsidiary of AML or by any company within the BOD Group.

8. APPROVALS BY GOVERNMENTAL AGENCY

Before the end of the Offer Period BOD receives all Approvals which are required by law or by any Governmental Agency:

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(a) to permit the Offers to be made to and accepted by AML Shareholders in all applicable jurisdictions;
(b) as a result of the Offers or the successful acquisition of the AML Shares; and
(c) which are necessary for the continued operation of the business of AML and its subsidiaries

and those Approvals are on an unconditional basis and remain in force in all respects and there is no notice or indication of intention to revoke, suspend, restrict, modify or not renew those Approvals.

9. NO BREAK / INDUCEMENT FEES

(a) Subject to item 9(b) below, before the end of the Offer Period none of AML and any body corporate which is or becomes a subsidiary of AML, pays or provides or agrees (whether contingently or conditionally) to pay or provide any benefit to any person, or foregoes or otherwise reduces any payment or benefit or agrees to forego or reduce any payment or benefit to which it would otherwise be entitled, in connection with any person making or agreeing to participate in, or enter into negotiations concerning:
(i) a takeover offer for AML or any body corporate which is or becomes a subsidiary of AML;
(ii) any other proposal to acquire any interest (whether equitable, legal, beneficial or economic) in shares in, or assets of AML or any body corporate which is or becomes a subsidiary of AML, or to operate AML as a single economic entity with another body corporate.
(b) Item 9(a) above does not apply to a payment, benefit or agreement :
(i) for providing reasonable professional advisory services to AML;
(ii) which is approved in writing by BOD;
(iii) which is approved by a resolution at a general meeting of AML; or
(c) which is made to, provided to, owed by or made with BOD.

10. NO MATERIAL ADVERSE CHANGE TO AML

Prior to the end of the Offer Period:

(a) there is no variation to or breach of the terms or conditions of the agreement between AML and Coridon Pty Ltd;
(b) there is no action brought or threatened against AML or any of its subsidiaries whereby the title or rights of AML or any of its subsidiaries to the intellectual property owned by any of them is queried or challenged in any material way; and
(c) no material contract is terminated due to a counterparty exercising its right to terminate by reason of a change of control provision which is triggered as a result of the Bid.

10.9 Date for giving notice on status of defeating conditions

The date for giving a notice on the status of the defeating conditions as required by section 630(1) of the Corporations Act is 10 June 2011, subject to variation in accordance with section 630(2) of the Corporations Act where the Offer Period is extended.

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10.10 Withdrawal of Offer

bioMD may withdraw this Offer at any time before you accept it, but only with the consent in writing of the ASIC (which consent may be given subject to such conditions, if any, as are imposed by the ASIC).

10.11 Variation

bioMD may vary this Offer in accordance with section 650D of the Corporations Act

10.12 Stamp duty or other costs

All costs and expenses of the preparation, dispatch and circulation of this Offer and any stamp duty payable in respect of the transfers will be paid by the Bidder. No brokerage is payable by you if you accept this Offer.

10.13 Governing Law

This Offer and any contract that results from your acceptance of this Offer are governed by the laws in force in Western Australia.

10.14 Date of Offer

This Offer is dated 3 May 2011.

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11. SECTION 11 – DEFINITIONS AND INTERPRETATION

11.1 In this Bidder’s Statement (including its annexures), unless the context otherwise requires:

Acceptance Form means the form of acceptance form enclosed with this Bidder’s Statement or alternatively any acceptance form sent to a Allied Medical Shareholder by the Bidder in relation to the Offer.

Allied Medical or Allied or AML means Allied Medical Resources Limited (ACN 009 056 044).

Allied Medical Board means the board of directors of Allied Medical.

Allied Medical Share or Allied Share or AML Share means a fully paid ordinary share in Allied Medical, and all Rights attaching to that share.

Allied Medical Shareholder means a holder of Allied Medical Shares.

AML Options means 1,675, 000 options each to subscribe for an AML Share that have been issued by AML to its directors and certain of its executives on certain vesting conditions, each such option being exercisable at a price of $1.00 within 5 years of its date of issue.

AML Options Deed means a deed pursuant to which the holders of all of the AML Options agree with BOD to transfer the AML Options to BOD in exchange for the issue to them of the BOD Options at the time of and conditional upon the Bid being declared or becoming unconditional.

Announcement Date means 15 February 2011.

Announcements means the announcements made by bioMD to ASX set out in Annexure A.

ASX means ASX Ltd.

ASX Listing Rules or Listing Rules means the official listing rules of ASX.

ASIC means the Australian Securities and Investments Commission.

Avexa means Avexa Limited ABN 53 109 150 750.

Bid means an off-market bid under Chapter 6 of the Corporations Act under which BOD will offer to buy all of the AML Shares for the bid consideration described in the Implementation Agreement and otherwise on terms no less favourable to AML Shareholders than those contemplated by the Implementation Agreement.

Bidder means bioMD Limited (ABN 35 088 221 078).

Bid Period has the meaning given to that term in the Corporations Act.

Bidder’s Statement means this Bidder’s Statement.

bioMD or BOD or the Company means bioMD Limited (ABN 35 088 221 078).

bioMD Board means the board of directors of bioMD.

bioMD Group means bioMD and each of its subsidiaries.

bioMD Option means an option to acquire a bioMD Share.

bioMD Share or BOD Share means a fully paid ordinary share in bioMD.

bioMD Shareholder means a holder of a bioMD Share.

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BOD Options means a total of 53,600,000 options each to subscribe for a BOD Share to be issued pursuant to the AML Options Deed, each exercisable at a price of 6 cents within 5 years of its date of issue on the vesting terms outlined in the AML Options Deed and otherwise on the terms in Section 9.12.

Business Day means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in Western Australia.

Competing Proposal means:

(a) any expression of interest, proposal or offer by any person ( other than BOD or its associates ) made in writing to AML to evaluate or enter into any transaction (whether a scheme of arrangement , a takeover bid or otherwise ) or under which , other than as required or contemplated by the Bid:
(i) that person (together with its associates ) may acquire a relevant interest in 10 % or more of the AML Shares;
(ii) that person may acquire , directly or indirectly ( including by way of joint venture , dual listed company structure , strategic alliance or otherwise ) , any interest in all or a substantial part of the business or assets of AML ; or
(iii) that person may otherwise acquire control of , or merge or amalgamate with AML; or
(b) any acquisition of , or agreement to acquire , a relevant interest in 10% or more of the AML Shares by any person ( other than BOD or its associates ).

Compulsory Acquisition Condition means condition 1 in Section 10.8.

Condition Period means the period beginning on the Announcement Date and ending at the end of the Offer Period.

Conversion Date means the business day following the date on which:

(a) necessary shareholder approval is passed for the conversion of the Convertible Note to 420,000 AML Shares; or
(b) the AML Board resolves to issue 420,000 AML Shares by way of conversion of the Convertible Note.

Convertible Note means a convertible notice issued by AML to Avexa evidencing the payment of $210,000 by Avexa to AML pursuant to which on the Conversion Date 420,000 AML Shares will be issued to Avexa.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of bioMD.

EST means Australian Eastern Standard Time.

Existing Directors means Messrs R Scott, R Towner and M Bennett.

Foreign Law means a law of a jurisdiction other than Australia.

Foreign Shareholder means any Allied Medical Shareholder whose address, as entered in the register of members of Allied Medical, is outside of Australia (and its external Territories) or New Zealand, but does not include any Allied Medical Shareholder that has appointed an agent in Australia or New Zealand to receive and accept the Offer on their behalf. Also, a person will not be a Foreign Allied Medical Shareholder if the Bidder is satisfied that it is not legally or practically constrained from making the Offer to that person in the relevant jurisdiction and to

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issue bioMD Shares to such a person on acceptance of the Offer, and that it is lawful for the shareholder to accept the Offer in such circumstances in the relevant jurisdiction. Notwithstanding anything else in this Bidder’s Statement, the Bidder is not under any obligation to spend any money, or undertake any action, in order to satisfy itself concerning any of these matters.

Implementation Agreement means an Implementation Agreement between bioMD and Allied Medical in relation to the Offer dated 15 February 2011, as amended.

Issue means the issue of bioMD Shares pursuant to the Takeover Offers.

Meeting means a general meeting of bioMD Shareholders convened to consider resolutions to fulfil condition 2 in Section 10.8.

Offer or Takeover Offer means the offer to acquire Allied Medical Shares under the terms and conditions contained in Section 10 of this Bidder’s Statement.

Offer Period means the period referred to in Section 10.2 during which the Offer will remain open for acceptance.

Proposed Directors means Messrs. G. Rowley, C. Catlow and L. Rodne.

Register Date means the date set by bioMD under section 633(2) of the Corporations Act, being close of business EST on 29 April 2011.

Rights means all accretions to and rights attaching to the relevant Allied Medical Share at or after the date of this Bidder’s Statement (including, but not limited to, all dividends and all rights to receive dividends and to receive or subscribe for shares, stock units, notes or options declared, paid, or issued by Allied Medical).

Superior Proposal means a Competing Proposal that in the determination of the AML Board acting in good faith:

(a) is reasonably capable of being valued and completed , taking into account both the nature of the Competing Proposal and the person or persons making it; and
(b) in order to satisfy what the AML Board considers to be its fiduciary or statutory duties would , if completed substantially in accordance with its terms, result in a transaction more favourable to AML Shareholders than the Bid.

Takeover Bid means the off market takeover bid constituted by the dispatch of the Offers in accordance with the Corporations Act.

Transaction Options means 11,400,000 options each to subscribe for a BOD Share to be issued on the same terms as the BOD Options (except, in the case of BOD advisers, there being no vesting conditions) subject to bioMD Shareholder approval, at the time the Bid is declared or becomes unconditional.

WST means Australian Western Standard Time.

$ means Australian dollars.

11.2 Words and phrases have the same meaning (if any) as is given to them by the Corporations Act.
11.3 Words importing one gender include the other genders.
11.4 Words (including defined terms) importing the plural include the singular and vice versa.
11.5 A reference to a person includes a reference to a corporation.

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11.6 Headings are for ease of reference only and do not affect the interpretation of this Bidder’s Statement.
11.7 References to Sections are to sections of this Bidder’s Statement.
11.8 Annexures and appendices to this Bidder’s Statement form part of the Bidder’s Statement.
11.9 All references to time in this Bidder’s Statement are to Australian Western Standard Time (WST) unless otherwise noted.

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12. SECTION 12 – APPROVAL OF BIDDER’S STATEMENT

This Bidder’s Statement is dated 3 May 2011 and was approved pursuant to a resolution passed unanimously at a meeting of directors of bioMD Limited.

Signed for and on behalf of

bioMD Limited

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Michael Bennett Managing Director

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ANNEXURE A - B IOMD’S ASX ANNOUNCEMENTS

bioMD has lodged the following announcements with ASX since the lodgement of the 30 June 2010 audited financial statements:

Date Lodged Description of Document 28 April 2011 Appendix 4C – Quarterly Report 14 April 2011 Offer for Unlisted Allied Medical Limited – Market Update 14 April 2011 Market Update – Takeover 21 March 2011 Lapse of Options 14 March 2011 Appendix 3B 9 March 2011 Market Update – Tissue Heart Valve Study 1 March 2011 Half Year Report/Accounts 28 February 2011 Change in Substantial Holding 24 February 2011 Takeover Update and Additional Information 17 February 2011 Appendix 3B 15 February 2011 Clarification of ASX Lodgement Error 15 February 2011 Reinstatement to Official Quotation 15 February 2011 Offer for Allied Medical Ltd 14 February 2011 Suspension from Official Quotation 10 February 2011 Trading Halt 27 December 2010 Appendix 4C – quarterly 24 December 2010 Securities Trading Policy 23 December 2010 Details of Company Address 16 November 2010 Lapse of Options 10 November 2010 Results of Meeting 10 November 2010 Chairmans address to shareholders 10 November 2010 Annual General Meeting Presentation 1 November 2010 Market update 28 October 2010 Appendix 4C – quarterly 6 October 2010 Notice of Annual General Meeting/Proxy Form 30 September 2010 Annual Report to Shareholders

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28 September 2010 Company Secretary Appointment / Resignation
1 September 2010 Appendix 3B
1 September 2010 Lapse of Options
23 August 2010 Preliminary Final Report
17 August 2010 Lapse of options 19 July 2010 Appendix 4C – quarterly
7 July 2010 Appendix 3B
1 July 2010 BODOA options expiring 31 Dec 2011

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ANNEXURE B – B IOMD’S ANNOUNCEMENTS OF THE OFFER

Date Lodged Description of Document

14 April 2011 Offer for Unlisted Allied Medical Limited – Market Update

24 February 2011 Takeover Update and Additional Information

15 February 2011 Clarification of ASX Lodgement Error

15 February 2011 Offer for Allied Medical Ltd

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ACCEPTANCE FORM

[Computershare to provide acceptance form] FORM OF ACCEPTANCE AND TRANSFER FOR FULLY PAID SHARES

bioMD Limited

ABN 35 088 221 078

Please return completed form to: Computershare Investor Services Pty Limited GPO Box 52 Melbourne Victoria 8060 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 www.investorcentre.com/contact www.computershare.com

A

000001 000 SAM MR JOHN SMITH 1 FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Use a black pen. Print in CAPITAL letters A B C 1 2 3 inside the grey areas.

For your security keep your SRN/HIN confidential.

Transfer and Acceptance Form - Share Offer

This personalised form can only be used in relation to the securityholding represented by the Securityholder Reference Number (SRN) or Holder Identification Number (HIN) printed above. It is an important document and requires your immediate attention. If you are in doubt about how to deal with it, please consult your financial or other professional adviser.

Use this form to accept bioMD Limited’s Offer for your Allied Medical Limited Shares

B[Consideration]

For every one of your Allied Medical Limited Shares you will received 32 bio MD Limited Shares.

Securityholder details Subregister Certificated Your holding in 123456789012 Allied Medical Limited Share consideration to be issued to you on the basis of 32 bioMD Limited Shares for every 1 123456789012 Allied Medical Limited Share accepted

C[To be completed by Securityholder]

You will be deemed to have accepted the Offer in respect of all your Allied Medical Limited Shares if you sign and return the form, along with your original Share Certificate.

YOUR ORIGINAL SHARE CERTIFICATE OR A SIGNED CERTIFICATE REPLACEMENT REQUEST MUST BE RETURNED IN ORDER FOR AN ACCEPTANCE OF THE OFFER TO BE CONSIDERED VALID.

D[Contact details]

Please provide your contact details in case we need to speak to you about this form.

Name of contact person

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Contact person’s daytime telephone number
( )
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E[Sign here - this section must be signed before we can process this form.]

I/We accept the offer made by bioMD Limited in respect of Shares in Allied Medical Limited I/we hold and I/we agree to be bound by the terms and conditions of the offer (including the instructions as to acceptance of the offer on the back of this form) and transfer all of my/our Allied Medical Limited Shares to bioMD Limited for the above consideration

Individual or Securityholder 1 Individual or Securityholder 2 Individual or Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary

The directors reserve the right to make amendments to this form where appropriate. Please refer to the lodgement instructions overleaf.

See back of form for completion guidelines

B O D

2 T K A S

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How to complete this form

Acceptance of the takeover offer

D Contact details

A Registration Details

The Shares are currently registered in the name(s) printed on this form. Your consideration will be issued in the name(s) which appear(s) on bioMD Limited’s copy of the Target register.

Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding this form.

If you have already sold all your Allied Medical Limited Shares shown overleaf, you need not take any further action. For security reasons we suggest that you destroy this form.

E Signature(s)

You must sign the form as follows in the space provided:

B Consideration

Joint holding: where the holding is in more than one name all of the The Share consideration payable owing under the takeover offer is 32 securityholders must sign. bioMD Limited for every one Allied Medical Limited Shares accepted. Power of Attorney: to sign under Power of Attorney, you must attach a certified copy of the Power of Attorney to this form when you return it. How to accept the Offer Deceased Estate: all executors must sign and, a certified copy of To accept the offer, simply complete and return this form, along with your Probate or Letters of Administration must accompany Share Certificate, to the bioMD Limited Registry so that it is received by this form. no later than on , unless extended. Companies: where the company has a Sole Director who is also If you sign and return this Transfer and Acceptance Form to the the Sole Company Secretary, this form must be Registry, you warrant to bioMD Limited (and authorise bioMD Limited to signed by that person. If the company (pursuant to warrant on your behalf) that you have full legal and beneficial ownership section 204A of the Corporations Act 2001) does of the Allied Medical Limited Shares and that bioMD Limited will acquire not have a Company Secretary, a Sole Director can them free from all mortgages, charges, liens, encumbrances (whether also sign alone. Otherwise this form must be signed legal or equitable), restrictions on transfer of any kind and free from any by a Director jointly with either another Director or a third party rights. Company Secretary. Please sign in the appropriate place to indicate the office held.

C How to accept the Offer

Lodgement of Transfer and Acceptance Form

This Transfer and Acceptance Form must be received by CIS Melbourne by no later than on . You should allow sufficient time for this to occur. Return this Transfer and Acceptance Form to:

Computershare Investor Services Pty Limited GPO Box 52

MELBOURNE VIC 8060

Neither CIS nor the Company accepts any responsibility if you lodge the Transfer and Acceptance Form at any other address or by any other means.

Privacy Statement

Personal information is collected on this form by CIS, as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail [email protected]

If you have any enquiries concerning this Takeover Offer please contact CIS on telephone 1300 850 505.

Please note this form may not be used to change your address.

Please return the completed form in the envelope provided or to the address opposite:

Computershare Investor Services Pty Limited GPO Box 52

Melbourne Victoria 8060 Australia

Company or Trust in which Securityholding is held

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Registered
Name(s)
Registered
Address
Use a black pen. Where a choice is required,
Print in CAPITAL letters. A B C 1 2 3 mark the box with an ‘X’ X
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All correspondence to: Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2500 [email protected] www.computershare.com

Certificate Replacement Request - Individual and Joint Securityholders

Statement Pursuant to Section 1070D of the Corporations Act 2001

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A
Replacement of Certificate
I/We do solemnly and sincerely declare I am/we are the registered holder(s) of certificate(s) covering:
Description of Securities Total Number of Securities covered by the certificate(s)
If you have additional
certificate numbers
to replace, mark this
which has/have been lost or destroyed and has not/have not been pledged, sold or otherwise disposed of. All proper searches have been made for box with an ‘X’ and
the certificate(s) and if ever found or received by me/us I/we undertake to immediately return the certificate(s) to the security issuer for cancellation. write them on the
reverse of this form.
Certificate Number Number of Securities (per certificate)
I/We request the issue of a replacement certificate and in consideration hereby covenant to indemnify and forever keep indemnified the security issuer, the directors and trustees of
the security issuer, Computershare Investor Services Pty Limited and the directors and officers of Computershare Investor Services Pty Limited from and against all losses in respect
thereof and all claims, actions, proceedings, demands, costs and expenses whatsoever which may be made or brought against them by reason of compliance with this request
Contact Name Telephone Number - Business Hours / After Hours
B
Sign Here - This section must be signed and witnessed for your instructions to be executed.
I/We authorise you to act in accordance with my/our instructions set out above.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Witness
The witness(es) certifies that the person(s) who has/have signed this statement is/are known to them and has/have Day Month Year
signed in the presence of the witness with their normal signature(s).
Note: when signed under Power of Attorney, the attorney states that they have not received a notice of revocation. / /
Computershare Investor Services Pty Limited needs to sight a certified copy of the Power of Attorney.
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F C I A

04/06/04

Additional Certificates

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----- Start of picture text -----

Certificate Number Number of Securities (per certificate)
Certificate Number Number of Securities (per certificate)
Certificate Number Number of Securities (per certificate)
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How to complete this form

A

Replacement of Certificate

Complete this section by entering the type of securities and the total number of securities covered by the certificate(s).

Enter the certificate number of all the certificates you wish to have replaced, along with the number of securities for each certificate.

Enter the name of a contact person and telephone number, these details will only be used in the event that the registry has a query regarding this form.

B Signature(s)

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

Individual: where the holding is in one name, the securityholder must sign. Joint Holding: where the holding is in more than one name, all of the securityholders must sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach an originally certified copy of the Power of Attorney to this form when you return it. Witness: to be signed in the presence of a witness with their normal signature.

NOTE:

Australian Individuals

The Corporations Act 2001 imposes severe penalties for making a false statement ($10,000 or 2 years imprisonment or both) or failing to ensure a statement is not false or misleading ($5,000 or 1 year imprisonment or both).

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Company or Trust in which Securityholding is held
All correspondence to:
Computershare Investor Services Pty Limited
GPO Box 2975 Melbourne
Registered Victoria 3001 Australia
Enquiries (within Australia) 1300 850 505
Name(s) (outside Australia) 61 3 9415 4000
Facsimile 61 3 9473 2500
[email protected]
www.computershare.com
Registered
Address
Use a black pen. Where a choice is required,
Print in CAPITAL letters. A B C 1 2 3 mark the box with an ‘X’ X
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Certificate Replacement Request - Companies

Statement Pursuant to Section 1070D of the Corporations Act 2001

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----- Start of picture text -----

A
Replacement of Certificate The company is the registered holder of certificate(s) covering:
Description of Securities Total Number of Securities covered by the certificate(s)
If you have additional
certificate numbers to
replace, mark this
which has/have been lost or destroyed and has not/have not been pledged, sold or otherwise disposed of. All proper searches have been made for the box with an ‘X’ and
certificate(s) and if ever found or received by me/us I/we undertake to immediately return the certificate(s) to the security issuer for cancellation. write them on the
reverse of this form.
Certificate Number Number of Securities held (per certificate)
I/We
Director / Secretary
of
Telephone Number - Business Hours / After Hours
am/are authorised to make this statement on behalf of the company
I/We request the issue of a replacement certificate and in consideration hereby covenant to indemnify and forever keep indemnified the security issuer, the directors and trustees of
the security issuer, Computershare Investor Services Pty Limited and the directors and officers of Computershare Investor Services Pty Limited from and against all losses in respect
thereof and all claims, actions, proceedings, demands, costs and expenses whatsoever which may be made or brought against them by reason of compliance with this request.
B Sign Here - This section must be signed and witnessed for your instructions to be executed.
I/We authorise you to act in accordance with my/our instructions set out above.
Director Director/Company Secretary Sole Director and Sole Company Secretary
Witness * By signing here I, ............................................................................................................................................
(Name in full)
warrant that, pursuant to the Corporations Act, the company does not have a Company Secretary and that as
the Sole Director I am authorised by the company to complete this form.
The witness(es) certifies that the person(s) who has/have signed this statement is/are known to them and Day Month Year
has/have signed in the presence of the witness with their normal signature(s).
Note: when signed under Power of Attorney, the attorney states that they have not received a notice of revocation. / /
Computershare Investor Services Pty Limited needs to sight a certified copy of the Power of Attorney.
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F C C A

04/06/04

Additional Certificates

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How to complete this form

A

Replacement of Certificate

Complete this section by entering the type of securities and the total number of securities covered by the certificate(s).

Enter the certificate number of all the certificates you wish to have replaced, along with the number of securities for each certificate.

Enter a contact telephone number, this will only be used in the event that the registry has a query regarding this form.

B

Signature(s)

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

Companies: this form must be signed by either 2 Directors or a Director and a Company Secretary. Alternatively, where the company has a Sole Director and, pursuant to the Corporations Act, there is no Company Secretary, or where the Sole Director is also the Sole Company Secretary, that Director may sign alone and is required to complete the warranty stating that there is no Company Secretary by completing their name in full. Delete titles as applicable.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach an originally certified copy of the Power of Attorney to this form when you return it.

Witness: to be signed in the presence of a witness with their normal signature.

NOTE:

Australian Companies

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AI assistant

Anteris Technologies Global Corp. — M&A Activity 2011

33869_rns_2011-05-02_4cb3d118-8788-4f48-99f5-5cea1fdf0f04.pdf

ANNOUNCEMENT TO THE AUSTRALIAN STOCK EXCHANGE

Off Market Takeover Bid for Allied Medical Ltd

RECOMMENDED OFFER BIDDER’S STATEMENT

by

bioMD LIMITED

ALLIED MEDICAL LIMITED

TO ACCEPT BIOMD’S OFFER, SIMPLY COMPLETE THE ENCLOSED ACCEPTANCE FORM AND RETURN IT IN THE ENVELOPE PROVIDED.

Important Information:

Bidder’s Statement

Investment Decision

Disclaimer as to Forward Looking Statements

Disclaimer on Allied Medical Information

Foreign Jurisdictions

Privacy

Defined Terms

ANNEXURE A BIOMD’S ASX ANNOUNCEMENTS ANNEXURE B BIOMD’S ANNOUNCEMENT IN RELATION TO THE OFFER

Important Dates*:

CORPORATE DIRECTORY

Company

Registered Office

Directors

Share Registry

Solicitors to the Company

Stock Exchange*

Proposed Directors

Auditor

Company Secretary

1. SECTION 1 – BIOMD CHAIRMAN’S LETTER

Dear Allied Medical Shareholders

2. SECTION 2 – SUMMARY OF OFFER

2.1 Key Features

Conditions

Further information

2.2 Allied Medical Board Recommendation

2.3 Timetable

2.4 Why should you accept the Offer?

2.5 Profile of bioMD

2.6 Profile of Allied Medical

2.7 Intentions of bioMD

2.8 Tax Considerations

2.9 Terms of Offer

2.10 Risks

2.11 When will you receive the consideration?

2.12 Foreign Allied Medical Shareholders

2.13 Further information

2.14

Important notice

3. SECTION 3 – REASONS FOR ACCEPTING THE OFFER

3.1 Increased liquidity from ASX listing

3.2 Value of bioMD Shares

3.3 Continued interest in Allied Medical

3.4 Other Potential Benefits

3.5 Scrip for scrip rollover relief

3.6 No stamp duty or brokerage

4. SECTION 4 – PROFILE OF BIOMD

4.1 Overview of bioMD

4.2 Directors of bioMD

Robert Scott – Non Executive Chairman

Michael Bennett - Managing Director

Robert Towner - Non-Executive Director

4.3 Proposed Directors

Profiles of the Proposed Directors are:

Mr Lee Rodne – CEO, Allied Medical Limited

Mr Chris Catlow – Non-Executive Chairman, Allied Medical Limited

Mr Graeme Rowley – Non-Executive Director, Allied Medical Limited

4.4 Capital Structure

4.5 Shareholders of bioMD

4.6 Trading in bioMD Shares

4.7 Activities of bioMD

4.8

Publicly Available Information about bioMD

4.9

Announcements by bioMD in relation to the Offer

4.10

Dividend Policy

4.11 Rights and liabilities attaching to bioMD Shares

4.12 AML Options Deed and the Transaction Options

Anteris Technologies Global Corp. M&A Activity 2011

**Important Dates*:**