Anteris Technologies Global Corp. — Proxy Solicitation & Information Statement 2007

Sep 3, 2007

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(ACN 088 221 078)

NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT

General Meeting to be held at bioMD Limited, Level 11, 225 St Georges Terrace, Perth, Western Australia, 6000 on 2 October 2007 commencing at 10.00am (WST).

This Notice of General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

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NOTICE OF GENERAL MEETING

bioMD Limited (ACN 088 221 078)

Notice is given that a General Meeting of Shareholders of bioMD Limited (ACN 088 221 078) will be held at bioMD Limited, Level 11, 225 St Georges Terrace, Perth, Western Australia, 6000 on 2 October 2007, commencing at 10.00am (WST).

SPECIAL BUSINESS

The business to be transacted at the General Meeting is the proposal of Resolutions 1 to 8 as set out below.

RESOLUTION 1 – Ratification of Prior Issue of Shares

To propose, and if thought fit, to pass the following ordinary resolution :

“That for the purpose of Listing Rule 7.4 of the ASX Listing Rules, and for all other purposes, the shareholders of the Company ratify the issue and allotment of 3,775,000 fully paid ordinary shares of the Company at an issue price of $0.10 per share, to the parties and on the terms set out in the Explanatory Statement.”

RESOLUTION 2 – Approval of the Issue of New Shares and New Options

To propose and, if thought fit, to pass the following resolution as an ordinary resolution :

“That approval be given in accordance with Listing Rule 7.1 of the ASX Listing Rules and for all other purposes for the issue of 6,310,463 New Shares in the Company at $0.20 per share with attaching 25,241,852 New Options, to be issued for no additional consideration as detailed in the Explanatory Statement.”

RESOLUTION 3 – Issue of Securities to Ferber Holdings Pty Ltd

To propose and, if thought fit, to pass the following resolution as an ordinary resolution :

“Subject to the passing of resolution 2 and 4 through 8 (inclusive), that approval be given in accordance with Listing Rule 10.11 of the ASX Listing Rules and section 208 of the Corporations Act and for all other purposes, for the offer and issue of:

• (a) up to 106,750 New Shares; and

• (b) up to 427,000 New Options,

to Ferber Holdings Pty Ltd (an Associate of Robert N Scott, a director of the Company) if they are applied for, as detailed in the Explanatory Statement.”

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RESOLUTION 4 – Issue of Securities to Parerg Pty Ltd

To propose and, if thought fit, to pass the following resolution as an ordinary resolution :

“Subject to the passing of resolution 2 and 3 and 5 through 8 (inclusive), that approval be given in accordance with Listing Rule 10.11 of the ASX Listing Rules and section 208 of the Corporations Act and for all other purposes, for the offer and issue of:

• (a) up to 500,000 New Shares; and

• (b) up to 2,000,000 New Options,

to Parerg Pty Ltd (an Associate of Michael C Bennett, a director of the Company) if they are applied for, as detailed in the Explanatory Statement.”

RESOLUTION 5 – Issue of Securities to Parhel Pty Ltd

To propose and, if thought fit, to pass the following resolution as an ordinary resolution

“Subject to the passing of resolution 2 through 4 (inclusive) and 6 through 8 (inclusive), that approval be given in accordance with Listing Rule 10.11 of the ASX Listing Rules and section 208 of the Corporations Act and for all other purposes, for the offer and issue of:

• (a) up to 1,322 New Shares; and

• (b) up to 5,288 New Options,

to Parhel Pty Ltd (an Associate of Michael C Bennett, a director of the Company) if they are applied for, as detailed in the Explanatory Statement.”

RESOLUTION 6 – Issue of Securities to Michael C Bennett

To propose and, if thought fit, to pass the following resolution as an ordinary resolution

“Subject to the passing of resolution 2 through 5 (inclusive) and 7 and 8 , that approval be given in accordance with Listing Rule 10.11 of the ASX Listing Rules and section 208 of the Corporations Act and for all other purposes, for the offer and issue of:

• (a) up to 4,000 New Shares; and

• (b) up to 16,000 New Options,

to Michael C Bennett (a director of the Company) if they are applied for, as detailed in the Explanatory Statement.”

RESOLUTION 7 – Issue of Securities to Mandolin Pty Ltd

To propose and, if thought fit, to pass the following resolution as an ordinary resolution :

“Subject to the passing of resolution 2 through 6 (inclusive) and 8, that approval be given in accordance with Listing Rule 10.11 of the ASX Listing Rules and section 208 of the Corporations Act and for all other purposes, for the offer and issue of:

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• (a) up to 780,000 New Shares; and

• (b) up to 3,120,000 New Options,

to Mandolin Pty Ltd (an Associate of Robert E T Towner, a director of the Company) if they are applied for, as detailed in the Explanatory Statement.”

RESOLUTION 8 – Issue of Securities to Robert E T Towner

To propose and, if thought fit, to pass the following resolution as an ordinary resolution :

“Subject to the passing of resolution 2 through 7 (inclusive), that approval be given in accordance with Listing Rule 10.11 of the ASX Listing Rules and section 208 of the Corporations Act and for all other purposes, for the offer and issue of:

• (a) up to 246,677 New Shares; and

• (b) up to 986,708 New Options,

to Robert E T Towner (a director of the Company) if they are applied for, as detailed in the Explanatory Statement.”

VOTING RESTRICTIONS

Voting Exclusion Statement –Resolution 1

In accordance with Listing Rule 7.5.6 the Company will disregard any votes cast on resolution 1 by:

• a person who participated in the issue; and

• • any associate of those persons.

However, the Company need not disregard a vote if:

• it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Voting Exclusion Statement –Resolution 2

In accordance with Listing Rule 7.3.8, the Company will disregard any votes cast on resolution 2 by:

• a person who may participate in the proposed issue of securities and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed; and

• an associate of those persons.

However the Company need not disregard a vote if:

• it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

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• it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Voting Exclusion Statement –Resolutions 3, 4, 5, 6, 7 and 8

In accordance with Listing Rule 10.13.6, the Company will disregard any votes cast on resolutions 3, 4, 5, 6, 7 and 8 by:

• a person who is to receive securities in relation to the entity; and • an associate of those persons.

However the Company need not disregard a vote if:

• it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

How to Vote

If you wish to vote on the resolution contained in this notice, you should either attend the meeting in person or appoint a proxy or proxies to attend on your behalf. A body corporate may appoint a representative to attend in accordance with the Corporations Act 2001. An executed notice evidencing the appointment of the person attending is required when registering at the General Meeting.

In relation to the appointment of proxies, please refer to the notes on proxies immediately following the proxy form.

Entitlement to Vote

For the purposes of the meeting, and in accordance with Regulation 7.11.37 and 7.11.38 of the Corporations Regulations 2001, it has been determined that Shares in the Company will be taken to be held by the persons who are registered holders as at 5pm WST on Friday 28 September 2007. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Dated this 23rd day of August 2007

By order of the Board

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Caroline Bentley Company Secretary

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice of General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary.

1 RESOLUTION 1 - Approval For 3,775,000 Shares Issued In June 2007

On 12 June 2007, the Company privately placed 3,775,000 fully paid ordinary shares in bioMD Limited at 10 cents each with private and sophisticated investors who did not require a disclosure document as follows:

a disclosure document as follows:
Subscriber	Number of Shares
Torwood Resources Limited	400,000
Frederick William Pike	100,000
Jennifer Jane Wilkins	50,000
Ileveter Pty Ltd	375,000
Carter Capital Limited	300,000
AMC Limited	200,000
Ian Wickens Pty Ltd	200,000
Fuloughby Pty Ltd	400,000
Patria Pty Ltd	800,000
Locope Pty Ltd	300,000
Nicholas Graeme John Cook	50,000
Paul and Kerrie Davis	50,000
Jeanette Radici	50,000
R W and J R W Gengos	500,000
TOTAL	3,775,000

None of the allotees was an associate or related party of the Company.

The placement raised $377,500 to provide funds for the development of the ADAPT advanced tissue process and for general working capital. The ordinary shares have the same rights as other fully paid ordinary shares of the Company already on issue.

Listing Rule 7.1 of the ASX allows the Company to issue new securities up to 15% of the existing issued capital of the Company without the prior approval of shareholders. The shares issued in June 2007 were within this limitation.

Under Listing Rule 7.4 of the ASX, shareholders may subsequently approve the issue of shares made within the limitations of Listing Rule 7.1. The Company is seeking this approval. The reason for an approval under ASX Listing Rule 7.4 is to reinstate the Company’s capacity to issue up to 15% of its issued Shares without Shareholder approval in any 12 month period.

Recommendation

The directors recommend that shareholders vote in favour of Resolution 1.

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2 RESOLUTION 2 – Approval Under Listing Rule 7.1

(a) Background Information for the Issue of New Shares and New Options

Listing Rule 7.1 of the ASX allows the Company to issue new securities up to 15% of the existing issued capital of the Company without prior approval of shareholders. As the Company has no capacity under Listing Rule 7.1 to issue the New Shares and New Options without exceeding that 15% threshold, Resolution 2 seeks the necessary shareholder approval under Listing Rule 7.1 to the issue of 6,310,463 New Shares and 25,241,852 New Options on the terms set out below.

As announced on 9 August 2007, the Company proposes to offer New Shares (fully paid ordinary shares) and attaching New Options to the holders of the Expiring Options (“Optionholders”). Expiring Options refer to the options over unissued ordinary shares in the capital of the Company exercisable at $0.20 per Share on or before 30 August 2007.

The Offer is to Eligible Optionholders registered at 5.00pm WST on 30 August 2007 (“the Record Date”), to subscribe for New Shares at an issue price of $0.20 per New Share and attaching New Options for no additional consideration on the basis of four (4) New Options for every one (1) New Share allotted.

If Resolution 2 is passed, Eligible Optionholders will be offered the opportunity to subscribe for 1 New Share for every 10 Expiring Options held on the Record Date (1:10 basis).

A Prospectus for the Offer of the New Shares and New Options will be issued in accordance with the Corporations Act 2001. Anyone who wishes to acquire the New Shares and New Options will need to complete the application form that accompanies the Prospectus. Application will be made for the listing of the New Shares and New Options with ASX. The Offer pursuant to the Prospectus is not underwritten and is non-renounceable. There is no minimum acceptance for the offer. Any shortfall may be allocated by the Directors at their discretion with priority allocation given to existing Shareholders who are not Optionholders and who may wish to subscribe to the Offer.

(b) Maximum Number of Securities to be Issued by the Company

If the Offer under Resolution 2 is fully subscribed, the Company will issue up to 6,310,463 New Shares and 25,241,852 New Options. This is the maximum number of New Shares and New Options that the Company is to issue pursuant to the Prospectus.

(c) The Issue Price of the Securities

The New Shares will be issued at an issue price of $0.20 per New Share and the attaching New Options will be issued for no additional consideration. The New Options will have an exercise price of $0.25 and must be exercised on or before 30 August 2010.

(d) The Basis upon which the Optionholders will be Identified

The Offer is to holders of Expiring Options at 5:00pm WST on 30 August 2007 with registered addresses in Australia and New Zealand.

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(e) The Terms of the Securities

The New Shares to be offered under Resolution 2, will be fully paid ordinary shares in the Company and will rank equally with the then existing Shares in the Company.

The terms and conditions of the New Options to be offered under Resolution 2 are as

follows:

• The New Options expire at 5.00pm WST on 30 August 2010 (“Expiry Date”). Any New Option which has not been exercised prior to the Expiry Date automatically lapses.

• Each New Option entitles the holder to subscribe for one Share upon payment of the exercise price of $0.25 to the Company.

• The New Options are exercisable in whole or in part by notice in writing to the Company at any time prior to the Expiry Date.

• Holders of New Options will be permitted to participate in the future issue of securities by the Company on the prior exercise of the New Options in which case the New Option holders will be afforded at least ten business days notice prior to and inclusive of the Record Date (to determine entitlements of the issue), to exercise the New Options.

• Shares issued on exercise of the New Options will be issued not more than ten business days after receipt of a properly executed Notice of Exercise of Options.

• • Shares allotted or issued pursuant to the exercise of New Options will rank equally with the then issued ordinary shares of the Company.

• In the event of any reconstruction (including consolidation, subdivision, reduction or return) of issued capital of the Company, the number of New Options or Exercise Price of the New Options, or both, shall be reconstructed in a manner provided by the Listing Rules.

(f) The Intended Use of Funds Raised

This issue, if fully subscribed, would raise $1,262,092 which would be applied to the general working capital of the Company. If all of the New Options are exercised prior to the Expiry Date the Company will raise $6,310,463. These funds are also intended to be used for working capital purposes.

(g) Dates of Allotment

The New Shares and the New Options proposed to be offered pursuant to Resolution 2 will be allotted progressively in accordance with the Prospectus but in any even no later than three (3) months from the date of the Meeting or such later date as ASX may consent to.

Recommendation

The Directors recommend that Shareholders vote in favour of Resolution 2 approving the issue of securities under Listing Rule 7.1.

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3 RESOLUTIONS 3, 4, 5, 6, 7 AND 8 – Approval Under Listing Rule 10.11 and Section 208 of The Corporations Act

3.1 Approval under Listing Rule 10.11

(a) Background Information of Issue to Directors

The Directors of the Company and their Associates who are Eligible Optionholders at the Record Date are entitled to participate in the Offer on the same terms and conditions as the other Eligible Optionholders. Resolutions 3 to 8 (inclusive) relate to the rights of the Directors and their Associates to apply for New Shares and New Options under the Offer the subject of Resolution 2.

Listing Rule 10.11 provides that an entity must not issue or agree to issue securities to a related party without obtaining shareholder approval.

(b) The date by which the Securities will be issued

Any issue would be made within one (1) month of the date of the Meeting or such later date as ASX may consent to.

(c) Issue Price of the Securities

The New Shares will be issued at an issue price of $0.20 per New Share and the attaching New Options will be issued for no additional consideration. The New Options will have an exercise price of $0.25 and must be exercised on or before 30 August 2010.

(d) Terms of the Issue

The New Shares to be offered under Resolutions 3, 4, 5, 6, 7 and 8 will be fully paid ordinary shares in the Company and will rank equally with the then existing Shares in the Company.

The terms and conditions of the New Options to be offered under Resolutions 3, 4, 5, 6, 7 and 8 are the same of those offered to other Eligible Optionholders as set out in paragraph 2(e) above.

(e) Intended Use of Funds

All funds raised through the issue of New Shares and New Options to the Directors and their Associates will be used for working capital purposes.

3.2 Approval under Section 208 of the Corporations Act

The Company is seeking approval to issue New Shares and New Options to the Directors or their Associates.

Corporations Act

The issue of the New Shares and New Options to Directors or their Associates may constitute the giving of a financial benefit to a related party.

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Section 208 of the Corporations Act prohibits a company from giving a financial benefit to a related party without prior shareholder approval.

A “related party” for the purposes of the Corporations Act is defined widely. It includes a director of a public company and specified members of the director’s family. It also includes an entity over which a director maintains control or a person who may be seen as acting in concert with the company on the understanding that a financial benefit will be received.

A “financial benefit” for the purposes of the Corporations Act is also defined widely. It includes a public company receiving services from or issuing securities to a related party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and the effect of the transaction (rather than just the legal form) and any consideration which has been given is to be disregarded, even if it is full or adequate.

The following information is provided in accordance with section 219 of the Corporations Act to enable Shareholders to assess the merits of Resolutions 3, 4, 5, 6, 7 and 8.

(a) Black-Scholes Valuation

It is a requirement of the ASIC that a dollar value be placed on the New Options to be issued. ASIC has indicated the Black-Scholes option price calculation method is acceptable. This method is designed to value listed securities that are freely tradable.

In determining these values, the following assumptions have been made:

• current market price per Share being $0.14;

• the New Options will be exercisable at $0.25;

• the New Options will expire at 5:00pm WST on 30 August 2010;

• The New Options are exercisable at any time, but it is assumed that they will be exercised on the last day of their three year exercise period;

• price volatility of Shares is approximately 90%;

• the average current risk-free interest rate is 6.05%.

On the basis of an exercise price of $0.25, the implied “value” being received is as follows:

Exercise Price	Value ($)
25 cents	6.6 cents

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(b) Directors’ interest on outcome of proposed Resolution

The Directors each have an interest in the subject matter of Resolutions 3, 4, 5, 6, 7 and 8 since the outcome of the Resolutions that specifically apply to them is subject to the passing of these Resolutions.

(c) The Name of the Directors and the Maximum Number of Securities to be offered

Director	Registered Holder	Number of Expiring Options held	Number of New Shares to be offered	Number of New Options to be offered
Robert Scott	Ferber Holdings Pty Ltd	1,067,500	106,750	427,000
Michael Bennett	Parerg Pty Ltd	5,000,000	500,000	2,000,000
Michael Bennett	Parhel Pty Ltd	13,219	1,322	5,288
Michael Bennett	Michael Bennett	40,000	4,000	16,000
Robert Towner	Mandolin Pty Ltd	7,800,000	780,000	3,120,000
Robert Towner	Robert Towner	2,466,770	246,677	986,708

Directors’ recommendations

For the purposes of Listing Rule 10.11 and section 219 of the Corporations Act, the Directors decline to make a recommendation in regards to Resolutions 3, 4, 5, 6, 7 and 8 as each of the Directors has a material personal interest in the outcome of the Resolutions that specifically apply to them and each of Resolutions 3, 4, 5, 6, 7 and 8 is subject to the passing of each of each of Resolutions 3, 4, 5, 6, 7 and 8.

3.3 Mr Robert Scott

Resolution 3 seeks the necessary approval under Listing Rule 10.11 for the offer and issue, if applied for, of New Shares and New Options to Ferber Holdings Pty Ltd, an Associate of Mr Robert Scott, a director of the Company.

If Ferber Holdings Pty Ltd accepts the Offer, the Company will allot New Shares and New Options to Ferber Holdings Pty Ltd on the same basis as the remaining applicants.

(a) Relationship between Director and Optionholder

Ferber Holdings Pty Ltd is an Associate of Mr Robert Scott, a Director of the Company.

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(b) The related party to whom the proposed Resolution would permit the financial benefit to be given

Ferber Holdings Pty Ltd, which is an Associate of Mr Robert Scott, a director of the Company.

(c) The nature of the financial benefit

The nature of the financial benefit is the proposed issue of 106,750 New Shares and 427,000 New Options.

(d) Any other information that is reasonably required by the members to make a decision and that is known to the Company or any of its Directors

Please refer to paragraph 2(a) of this Explanatory Statement for further details of the proposed offer of New Shares and New Options.

Mr Scott and his Associates currently hold 275,000 Shares in the Company. If Resolution 3 is passed and Ferber Holdings Pty Ltd takes up its full entitlement of 106,750 New Shares and 427,000 New Options and all of the New Options are exercised and no other Shares are issued in the meantime, the number of Shares held by Mr Scott and his Associates would increase by 533,750.

If all the New Shares and New Options referred to in Resolution 2 are issued and exercised, and no other Shares are issued in the meantime, Mr Scott and his Associates would hold 0.70% of the issued capital of the Company.

The terms under which the New Shares and New Options will be issued to Ferber Holdings Pty Ltd an Associate of Mr Scott are contained in paragraph 2(e) of this Explanatory Statement.

3.4 Parerg Pty Ltd

Listing Rule 10.11 provides that an entity must not issue or agree to issue securities to a related party without obtaining shareholder approval. Resolution 4 seeks the necessary approval under Listing Rule 10.11 for the offer and issue, if applied for, of New Shares and New Options to Parerg Pty Ltd, an Associate of Michael Bennett, a director of the Company.

If Parerg Pty Ltd accepts the Offer, the Company will allot New Shares and New Options to Parerg Pty Ltd on the same basis as the remaining applicants.

(a) Relationship between Director and Optionholder

Parerg Pty Ltd is an Associate of Michael Bennett, a Director of the Company.

(b) The related party to whom the proposed Resolution would permit the financial benefit to be given

Parerg Pty Ltd is an Associate of Mr Michael Bennett, a director of the Company.

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(c) The nature of the financial benefit

The nature of the financial benefit is the proposed issue of 500,000 New Shares and 2,000,000 New Options.

(d) Any other information that is reasonably required by the members to make a decision and that is known to the Company or any of its Directors

Please refer to paragraph 2(a) of this Explanatory Statement for further details of the proposed offer of New Shares and New Options.

Mr Bennett and his Associates currently hold 8,125,938 Shares in the Company. If Resolution 4 is passed and Parerg Pty Ltd takes up its full entitled of 500,000 New Shares and 2,000,000 New Options and all of the New Options are exercised and no other Shares are issued in the meantime, the number of Shares held by Mr Bennett and his Associates would increase by 2,500,000.

If all the New Shares and New Options referred to in Resolution 2 are issued and exercised, and no other Shares are issued in the meantime, Mr Bennett and his associates would hold 9.19% of the issued capital of the Company.

The terms under which the New Shares and New Options will be issued to Parerg Pty Ltd an Associate of Mr Bennett are contained in paragraph 2(e) of this Explanatory Statement.

3.5 Parhel Pty Ltd

Listing Rule 10.11 provides that an entity must not issue or agree to issue securities to a related party without obtaining shareholder approval. Resolution 5 seeks the necessary approval under Listing Rule 10.11 for the offer and issue, if applied for, of New Shares and New Options to Parhel Pty Ltd an Associate of Michael Bennett, a director of the Company.

If Parhel Pty Ltd accepts Offer, the Company will allot New Shares and New Options to Parhel Pty Ltd on the same basis as the remaining applicants.

(a) Relationship between Director and Optionholder

Parhel Pty Ltd is an Associate of Michael Bennett, a Director of the Company.

(b) The related party to whom the proposed Resolution would permit the financial benefit to be given

Parhel Pty Ltd, which is an Associate of Mr Michael Bennett, a director of the Company.

(c) The nature of the financial benefit

The nature of the financial benefit is the proposed issue of 1,322 New Shares and 5,288 New Options.

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(d) Any other information that is reasonably required by the members to make a decision and that is known to the Company or any of its Directors

Please refer to paragraph 2(a) of this Explanatory Statement for further details of the proposed offer of New Shares and New Options.

Mr Bennett and his Associates currently hold 8,125,938 Shares in the Company. If Resolution 5 is passed and Parhel Pty Ltd takes up its full entitlement of 1,322 New Shares and 5,288 New Options and all of the New Options are exercised and no other Shares are issued in the meantime, the number of Shares held by Mr Bennett and his Associates would increase by 6,610.

If all the New Shares and New Options referred to in Resolution 2 are issued and exercised, and no other Shares are issued in the meantime, Mr Bennett and his associates would hold 9.19% of the issued capital of the Company.

The terms under which the New Shares and New Options will be issued to Mr Bennett and his Associates are contained in paragraph 2(e) of this Explanatory Statement.

3.6 Mr Michael Bennett

Listing Rule 10.11 provides that an entity must not issue or agree to issue securities to a related party without obtaining shareholder approval. Resolution 6 seeks the necessary approval under Listing Rule 10.11 for the offer and issue, if applied for, of New Shares and New Options to Michael Bennett, a director of the Company.

If Michael Bennett accepts Offer, the Company will allot New Shares and New Options to Michael Bennett on the same basis as the remaining applicants.

(a) Relationship between Director and Optionholder

Michael Bennett is a Director of the Company.

(b) The related party to whom the proposed Resolution would permit the financial benefit to be given

Mr Michael Bennett, a director of the Company.

(c) The nature of the financial benefit

The nature of the financial benefit is the proposed issue of 4,000 New Shares and 16,000 New Options.

(d) Any other information that is reasonably required by the members to make a decision and that is known to the Company or any of its Directors

Please refer to paragraph 2(a) of this Explanatory Statement for further details of the proposed offer of New Shares and New Options.

Mr Bennett and his Associates currently hold 8,125,938 Shares in the Company. If Resolution 6 is passed and Michael Bennett takes up his full entitlement of 4,000 New

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Shares and 16,000 New Options and all of the New Options are exercised and no other Shares are issued in the meantime, the number of Shares held by Mr Bennett and his Associates would increase by 20,000.

If all the New Shares and New Options referred to in Resolution 2 are issued and exercised, and no other Shares are issued in the meantime, Mr Bennett and his associates would hold 9.19% of the issued capital of the Company.

The terms under which the New Shares and New Options will be issued to Mr Bennett and his Associates are contained in paragraph 2(e) of this Explanatory Statement.

3.7 Mandolin Pty Ltd

Listing Rule 10.11 provides that an entity must not issue or agree to issue securities to a related party without obtaining shareholder approval. Resolution 7 seeks the necessary approval under Listing Rule 10.11 for the offer and issue, if applied for, of New Shares and New Options to Mandolin Pty Ltd an Associate of Robert Towner, a director of the Company.

If Mandolin Pty Ltd accepts Offer, the Company will allot New Shares and New Options to the Mandolin Pty Ltd an Associate of Robert Towner on the same basis as the remaining applicants.

(a) Relationship between Director and Optionholder

Mandolin Pty Ltd is an Associate of Robert Towner, a Director of the Company.

(b) The related party to whom the proposed Resolution would permit the financial benefit to be given

Mandolin Pty Ltd, which is an Associate of Mr Robert Towner, a director of the Company.

(c) The nature of the financial benefit

The nature of the financial benefit is the proposed issue of 780,000 New Shares and 3,120,000 New Options.

(d) Any other information that is reasonably required by the members to make a decision and that is known to the Company or any of its Directors

Please refer to paragraph 2(a) of this Explanatory Statement for further details of the proposed offer of New Shares and New Options.

Mr Towner and his Associates currently hold 10,840,000 Shares in the Company. If Resolution 7 is passed and Mandolin Pty Ltd takes up its full entitlement of 780,000 New Shares and 3,120,000 New Options and all of the New Options are exercised and no other Shares are issued in the meantime, the number of Shares held by Mr Towner and his Associates would increase by 3,900,000.

If all the New Shares and New Options referred to in Resolution 2 are issued and exercised, and no other Shares are issued in the meantime, Mr Towner and his associates would hold 13.79% of the issued capital of the Company.

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The terms under which the New Shares and New Options will be issued to Mr Towner and his Associates are contained in paragraph 2(e) of this Explanatory Statement.

3.8 Mr Robert Towner

Listing Rule 10.11 provides that an entity must not issue or agree to issue securities to a related party without obtaining shareholder approval. Resolution 8 seeks the necessary approval under Listing Rule 10.11 for the offer and issue, if applied for, of New Shares and New Options to Robert Towner, a director of the Company.

If Robert Towner accepts Offer, the Company will allot New Shares and New Options to Robert Towner on the same basis as the remaining applicants.

(a) Relationship between Director and Optionholder

Robert Towner, a Director of the Company.

(b) The related party to whom the proposed Resolution would permit the financial benefit to be given

Mr Robert Towner, a director of the Company.

(c) The nature of the financial benefit

The nature of the financial benefit is the proposed issue of 246,677 New Shares and 986,708 New Options.

(d) Any other information that is reasonably required by the members to make a decision and that is known to the Company or any of its Directors

Please refer to paragraph 2(a) of this Explanatory Statement for further details of the proposed offer of New Shares and New Options.

Mr Towner and his Associates currently hold 10,840,000 Shares in the Company. If Resolution 8 is passed and Robert Towner takes up his full entitlement of 246,677 New Shares and 986,708 New Options and all of the New Options are exercised and no other Shares are issued in the meantime, the number of Shares held by Mr Towner and his Associates would increase by 1,233,385.

If all the New Shares and New Options referred to in Resolution 2 are issued and exercised, and no other Shares are issued in the meantime, Mr Towner and his associates would hold 13.79% of the issued capital of the Company.

The terms under which the New Shares and New Options will be issued to Mr Towner and his Associates are contained in paragraph 2(e) of this Explanatory Statement.

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16

GLOSSARY

In this Explanatory Statement, the following terms have the following meaning unless the context otherwise requires:

Annexure annexure to this Explanatory Statement. Associate has the meaning ascribed to it in Part 1.2 Division 2 of the Corporations Act. ASIC Australian Securities and Investments Commission. ASX means ASX Limited (ACN 008 624 691). Board board of Directors. Company bioMD Limited (ACN 088 221 078). Constitution constitution of the Company. Corporations Act Corporations Act 2001 (Cth). Director director of the Company. Eligible Optionholders means holders of Expiring Options at 5:00pm WST on 30 August 2007 with registered addresses in Australia and New Zealand. Expiring Options means the listed options over unissued Shares in the Company which have an exercise price of $0.20 and an expiry date of 30 August 2007. Expiry Date means 5:00pm WST on 30 August 2010. Listing Rules means the Listing Rules of the ASX. Meeting means the general meeting of the Company’s Shareholders to be held on 2 October 2007. New Shares means fully paid ordinary shares in the Company issued pursuant to the Prospectus. New Options means options to acquire fully paid ordinary shares in the Company issued pursuant to the Prospectus with an exercise price of $0.25 and an expiry date of 30 August 2010. Offer means the offer to Eligible Optionholders pursuant to the Prospectus of 6,310,463 New Shares at a price of $0.20 per New Share and attaching 25,241,852 New Options for no additional consideration on the basis of four (4) New Options for every 1 New Share allotted

Option means any option to acquire a Share. Prospectus means the prospectus to be issued by the Company setting out the Offer dated 22 August 2007. Share fully paid ordinary share in the capital of the Company. Shareholder shareholder of the Company. WST Western Standard Time in Australia.

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bioMD :Limited (ACN 088 221 078)

PROXY FORM

Shareholder Details

Name:

………………………………………………………………………………………………………………………………………

Address:

………………………………………………………………………………………………………………………………………… Contact Telephone No:

…………………………………………………………………………………………………………………………….

Contact Name (if different from above):

…………………………………………………………………………………………………………..

Appointment of Proxy

I/We being a shareholder/s of bioMD Limited and entitled to attend and vote hereby appoint the following proxy/proxies to attend and act on my/our behalf and to vote in accordance with my/our following directions at the General Meeting of the Shareholders of bioMD Limited (ACN 008 221 078) to be held at bioMD Limited, Level 11, 225 St Georges Terrace, Perth, Western Australia 6000 on 2 October 2007 at 10.00am (WST) and at any adjournment of that meeting.

OR

The Chairman IMPORTANT: of the meeting (mark with an ‘X’)

If the Chairman of the meeting is your proxy, or if appointed your proxy by default and you do not wish to direct him/her how to vote on any of these resolutions, you must mark this box with an “X”. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy on those resolutions (for which you have not given a direction) even if he/she has an interest in the outcome of the resolution and that votes cast by him/her, other than as proxy holder, will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote on any of these resolutions, the Chairman of the meeting will not cast your votes on the resolutions (for which you have not given a direction) on a show of hands or on a poll. The Chairman of the meeting intends to vote undirected proxies in favour of each resolution.

If the person you are appointing as your proxy is someone other than the Chairman of the meeting: Write the name of that person in the box below.

If you hold 2 or more Shares in bioMD Limited you may appoint a second proxy: Write the name of your second proxy in the box below.

You must specify the % of your votes that you authorise your proxy to exercise if:

%

• (a) you have only appointed 1 proxy and do not want him/her to exercise all of your votes; or

• (b) if you have appointed 2 proxies under this proxy form.

• %

If you do not name a proxy or your named proxy fails to attend the meeting, the Chairman of the meeting will be appointed as your proxy to attend and act on your behalf and to vote in accordance with the following directions at the General Meeting of the Shareholders of bioMD Limited (ACN 088 221 078) to be held at bioMD Limited, Level 11, 225 St Georges Terrace, Perth, Western Australia, 6000 on 2 October 2007 at 10.00am (WST) and at any adjournment of that meeting.

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Voting directions to your proxy - Please mark only one of the boxes with an “X” for each resolution to indicate your directions.

Ordinary Resolutions	Ordinary Resolutions	For	Against	Abstain
Resolution 1	Approve issue of 3,775,000 New Shares issued in
	June 2007 in accordance with Listing Rule 7.4
Resolution 2	Approve issue of 6,310,463 New Shares and 25,241,852 New Options in accordance with Listing
	Rule 7.1
Resolution 3	Approve issue of 106,750 New Shares and 427,000 New Options to Ferber Holdings Pty Ltd if applied
	for, in accordance with Listing Rule 10.11 and
	section 208 of the Corporations Act.
Resolution 4	Approve issue of 500,000 New Shares and 2,000,000 New Options to Parerg Pty Ltd if applied
	for, in accordance with Listing Rule 10.11 and
	section 208 of the Corporations Act.
Resolution 5	Approve issue of 1,322 New Shares and 5,288 New Options to Parhel Pty Ltd if applied for, in
	accordance with Listing Rule 10.11 and section 208
	of the Corporations Act.
Resolution 6	Approve issue of 4,000 New Shares and 16,000 New Options to Michael C Bennett if applied for, in
	accordance with Listing Rule 10.11 and section 208
	of the Corporations Act.
Resolution 7	Approve issue of 780,000 New Shares and 3,120,000 New Options to Mandolin Pty Ltd if
	applied for, in accordance with Listing Rule 10.11
	and section 208 of the Corporations Act.
Resolution 8	Approve issue of 246,677 New Shares and 986,708 New Options to Robert E T Towner if applied for, in
	accordance with Listing Rule 10.11 and section 208
	of the Corporations Act.

If you mark the “Abstain” box with an “x” for a particular resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll.

PLEASE SIGN HERE This sectionmust	be signed in accordance with the instructions overleaf to enable your	be signed in accordance with the instructions overleaf to enable your
directions to be implemented
Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director and	Director	Director/Company
Sole Company Secretary		Secretary

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19

How to complete this Proxy Form

1 Your Name and Address

Please print your name and address as it appears on your holding statement and the Company’s share register. If Shares are jointly held, please ensure the name and address of each joint shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note you cannot change ownership of your securities using this form.

2 Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company.

3 Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

4 Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy please write the name of that person.

To appoint a second proxy you must state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If the Proxy Form does not specify a percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

5

Signing Instructions

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

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the company’s share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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20

Companies:

where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting a “Certificate of Appointment of Corporate Representative” should be produced prior to admission.

6 Lodgment of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below no later than 5:00pm (WST) on 28 September 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.

This Proxy Form (and any Power of Attorney and/or second Proxy Form) may be sent or delivered to the Company’s registered office at:

Level 11 225 St Georges Terrace Perth, WA 6000

or sent by facsimile to the registered office on

(08) 9322 3433.

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21