Anteris Technologies Global Corp. — Proxy Solicitation & Information Statement 2009

Nov 10, 2009

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Innovative BioMedical Devices ABN 35 088 221 078

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

ANNOUNCEMENT TO THE AUSTRALIAN STOCK EXCHANGE

1 of 13 pages

11 November 2009

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

NOTICE OF EXTRAORDINARY GENERAL MEETING

The Directors of bioMD Limited are pleased to announce that a Notice of EGM will be mailed to all shareholders today. The meeting will be held at 11am (WST) on Thursday 10 December 2009 at the registered office of the Company at Level 11, 225 St Georges Terrace, Perth, Western Australia.

bioMD is seeking shareholder approval to issue up to 30 million fully paid ordinary shares (at a price to be determined) and directors’ participation as outlined in the Notice of EGM.

Yours faithfully

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Caroline Bentley Company Secretary

About bioMD Limited

bioMD (ASX: BOD) is an Australian company commercialising innovative tissue engineering technology for use in cardiothoracic and abdominal surgery. The ADAPT technology offers significant improvements to current tissue processing technologies in terms of immunogenicity and tissue durability. Its lead product, CardioCel, continues to be evaluated in a Phase II human trial in South Africa for various cardiac repair procedures. bioMD is currently maximising shareholder value via pursuit of corporate partnerships, successful completion of clinical milestones and rapid commercialisation strategies.

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ABN 35 088 221 078

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NOTICE OF GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM

Meeting to be held

11.00am Thursday 10 December 2009 at Level 11/225 St Georges Terrace, Perth WA

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of bioMD Limited (ACN 088 221 078) ("Company") will be held at 11.00 am (WST) on Thursday 10 December 2009 at the registered office of the Company at Level 11, 225 St Georges Terrace, Perth, Western Australia.

ORDINARY BUSINESS

Resolution 1 – Proposed Capital Raising of up to 30,000,000 Shares

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, the issue and allotment of up to 30,000,000 new fully paid ordinary shares in bioMD Limited.”

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if it is cast by a person as 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 2 - Participation of Mr Robert Scott in the Capital Raising

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

“That, subject to the passing of Resolution 1, for the purposes of ASX Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, approval is given for Mr Robert Scott (or his nominee) to participate in the placement referred to in Resolution 1 by subscribing for a maximum of up to 500,000 fully paid ordinary shares in the capital of the Company issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if it is cast by a person as 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 3 - Participation of Mr Michael Bennett in the Capital Raising

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

“That, subject to the passing of Resolution 1, for the purposes of ASX Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, approval is given for Mr Michael Bennett (or his nominee) to participate in the placement referred to in Resolution 1 by subscribing for a maximum of up to 1,250,000 fully paid ordinary shares in the capital of the Company issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if it is cast by a person as 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 4 - Participation of Mr Robert Towner in the Capital Raising

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

“That, subject to the passing of Resolution 1, for the purposes of ASX Listing Rule 10.11, section 208 of the Corporations Act and for all other purposes, approval is given for Mr Robert Towner (or his nominee) to participate in the placement referred to in Resolution 1 by subscribing for a maximum of up to 4,000,000 fully paid ordinary shares in the capital of the Company issued on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

The Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if it is cast by a person as 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 proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

EXPLANATORY STATEMENT

This Notice of General Meeting should be read in conjunction with the accompanying Explanatory Statement, which forms part of this Notice.

ENTITLEMENT TO VOTE

For the purposes of the meeting and in accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cwth), it has been determined shares in the Company will be taken to be held by the persons who are registered holders as at 11.00am (WST) on 8 December 2009. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

HOW TO VOTE

If you wish to vote on the resolutions contained in this Notice, you should either attend the meeting in person, or appoint a proxy or proxies to attend on your behalf. In relation to the appointment of proxies, refer to the notes on proxies at the end of the Proxy Form. 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.

To be valid, proxy forms (enclosed) for use at the meeting must be completed and returned to the Company no later than 11.00 am (WST) on 8 December 2009.

By Order of the Board

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C L Bentley Company Secretary

27 October 2009

ABN 35 088 221 078

PROXY FORM

The Secretary bioMD Limited PO Box 7209 Cloisters Square WA 6850

REGISTERED ADDRESS

Name…………………………………………………………………….... Address……………………………………………………………….…..

[Block letters please]

APPOINTMENT OF PROXY

If appointing a proxy to attend the General Meeting on your behalf, please complete the form and submit in accordance with the directions overleaf.

I/We being a shareholder of bioMD Limited pursuant to my/our right to appoint not more than two proxies, appoint:

Write here the name of the person you � The Chairman of the meeting OR are appointing if this person is someone (mark with an “X”) other than the Chairman of the meeting. Write here the name of the other person you are appointing.

or failing him/her, (or if no proxy is specified above), the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held at 11.00am (WST), Thursday 10 December 2009 and at any adjournment of that meeting.

This proxy is to be used in respect of _______% of the ordinary shares I/we hold.

If you do not wish to direct your proxy how to vote, please place a mark in this box. If you have appointed the Chair of the meeting to exercise your proxy, by marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of a particular resolution and votes cast by him, other than as a proxy holder, will be disregarded because of that interest. The Chair intends to vote 100% of all open proxies in favour of all of the resolutions.

VOTING DIRECTIONS

Please mark "X" in the boxes below to indicate your directions

Resolution For Against Abstain* 1. Proposed Capital Raising 30,000,000 Shares 2. Participation of Mr Robert Scott in the Capital Raising 3. Participation of Mr Michael Bennett in the Capital Raising 4. Participation of Mr Robert Towner in the Capital Raising ( If you mark the Abstain box for a particular item, you are directing your proxy notnot to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll). PLEASE SIGN HERE* This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act. Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3 Director Director/Company Secretary Sole Director & Sole Company Secretary Dated this day of 2009

(* If you mark the Abstain box for a particular item, you are directing your proxy notnot to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll).

CONTACT NAME

CONTACT DAYTIME TELEPHONE

General Meeting Proxy Form

bioMD Limited ABN 35 088 221 078

INSTRUCTIONS FOR COMPLETING THE PROXY FORM

Registered Address

Fill out your name and address details as they appear on the share register of bioMD Limited. Please note you cannot change ownership of your securities using this Proxy Form.

Completion of the proxy form will not prevent individual shareholders from attending the General Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the General Meeting.

A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes.

A proxy need not be a shareholder of the Company.

If you mark the ‘Abstain’ box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

If a representative of a company shareholder is to attend the General Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the General Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.

If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or certified copy) of an appropriate Power of Attorney should be produced for admission to the General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

Signing Instructions

You must sign the 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:	If you are signing under a Power of Attorney, you must lodge an original or certified
	photocopy of the appropriate Power of Attorney with your completed form.
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.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below not later than 11.00am (WST) on 8 December 2009 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Hand deliveries:	bioMD Limited, Level 11, 225 St Georges Terrace, Perth, Western Australia 6000
Postal address:	The Secretary, bioMD Limited, PO Box 7209, Cloisters Square, WA 6850
Fax Number:	(08) 9322 3433

bioMD LIMITED ABN 35 088 221 078

NOTICE OF GENERAL MEETING - EXPLANATORY STATEMENT

Introduction

This Explanatory Statement provides information to shareholders for the General Meeting of shareholders of bioMD Limited to be held on 10 December 2009 at 11.00 am at Level 11, 225 St Georges Terrace, Perth WA and it should be read in conjunction with the accompanying Notice of General Meeting.

Shareholders should note that all the Directors approved the proposal to put the Resolutions to shareholders as outlined in the Notice of Meeting and to prepare this Explanatory Statement.

ASX Listing Rule Requirements

• ASX Listing Rule 7.1 provides that the prior approval of the shareholders of bioMD is required to an issue of equity securities if the securities will, when aggregated with the securities issued by bioMD during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

The number of securities to be issued by bioMD under the proposed Resolution 1 will exceed 15% and accordingly, shareholder approval is sought for the placement for the purposes of Listing Rule 7.1.

The information required by ASX Listing Rules 7.1 and 7.3 to be provided to shareholders in seeking their approval is contained within this Explanatory Statement and the Notice of Meeting.

• ASX Listing Rule 10.11 provides that the prior approval of the shareholders of bioMD is required for the issue of equity securities to a related party. If approval is given for the issue of securities under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1 and those securities are not included in the Company’s calculation for the purposes of ASX Listing Rule 7.1.

The Company is seeking shareholder approval to the proposed allotments to related parties pursuant to Resolutions 2, 3 and 4 for the purposes of Listing Rule 10.11.

ASX Listing Rule 10.13 sets out the information to be provided to shareholders in seeking their approval and that information is contained within this Explanatory Statement and the notice of meeting.

Corporations Act Requirements

Under Chapter 2E of the Corporations Act, a public company cannot give a “financial benefit” to a “related party” unless one of the exceptions set out in sections 210 to 216 of the Corporations Act apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

The proposed issue of Shares pursuant to Resolutions 2 to 4 (inclusive) constitutes a “financial benefit” for the purposes of the Corporations Act. Further, Messrs Scott, Bennett and Towner are each a “related party” of the Company as defined under the Corporations Act. Accordingly, the proposed issue of securities pursuant to Resolutions 2 to 4 (inclusive) will constitute the provision of a financial benefit to a related party of the Company.

It is the view of the Directors that the exceptions under the Corporations Act to the provision of a financial benefit to a related party may not apply to the participation of the Directors in the placement the subject of Resolution 1. The Directors have determined to seek shareholder approval under Section 208 of the Corporations Act to permit the issue of the Shares to Messrs Scott, Bennett and Towner on the terms of Resolutions 2 to 4 (inclusive).

The information required by Chapter 2E of the Corporations Act to be provided to shareholders in seeking their approval is contained within this Explanatory Statement and the Notice of Meeting.

Resolution 1 – Proposed Capital Raising - 30,000,000 Shares

Resolution 1 of the Notice of Meeting proposes the issue and allotment of up to 30 million fully paid ordinary shares in the capital of bioMD at a price per share that is at least 80% of the average market price for the share calculated over the last 5 days on which sales in the shares were recorded before the day on which the issue is made. If approval is given to Resolutions 2, 3 and 4, the named Directors intend to subscribe for Shares.

In compliance with the information requirements of ASX Listing Rule 7.3, shareholders are advised of the following particulars in relation to the proposed issue of Shares:

• a. Maximum number of securities to be issued: 30,000,000 Shares.

• b. Date by which bioMD will issue securities:

• No later than three months after the date of this meeting.

• c. Price at which the securities will be issued: Price per share that is at least 80% of the average market price for the share calculated over the last 5 days on which sales in the shares were recorded before the day on which the issue is made.

• d. Basis upon which allottees will be determined:

• The allottees will be determined at the discretion of the Directors having regard to the identification of shareholders with a long term commitment to bioMD. The Company proposes to offer the shares to professional and sophisticated investors and other investors not requiring disclosure document under section 708 of the Corporations Act that are known to the Company and / or introduced by stockbrokers. The shares will only be issued to those persons that accept the offer, if and when the proposed issue is approved by shareholders at General Meeting,

Other than pursuant to Resolutions 2, 3 and 4, none of the allottees will be related parties or associates of the Company.

Any shareholder who votes in favour of this resolution will not be able to participate in the proposed issue of shares.

• e. Terms of the issue:

The Shares will rank equally in all respects with the existing Shares on issue.

• f. Intended use of funds raised:

• Funds raised from the issue of securities will be utilised to fund the remaining regulatory requirements for the ADAPT treated biomaterial patches and to complete a feasibility study into the manufacture of these biomaterials for use in the Australian and International cardiovascular and abdominal tissue repair markets.

• g. Dates of allotment: Allotment will occur progressively.

No allottee will be permitted to acquire a relevant interest (as that term is defined in the Corporations Act 2001 (Cth)) exceeding 20% of the issued capital in bioMD pursuant to the placement proposed under Resolution 1 and therefore no change in control of bioMD is anticipated as a result of the placement.

It is not intended that the issue be underwritten. Directors and their associates are not entitled to participate in the placement, with the exception of Messrs Scott, Bennett and Towner as detailed below.

bioMD proposes to apply to the ASX for Official Quotation of the Shares to be issued.

Resolutions 2 to 4 – Participation of Messrs Robert Scott, Michael Bennett and Robert Towner in the proposed Capital Raising

Subject to the passing of Resolution 1, Resolutions 2 to 4 (inclusive) seek approval under Listing Rule 10.11 and Section 208 of the Corporations Act to permit Directors to participate in the proposed issue of Shares the subject of Resolution 1 up to a maximum number.

Listing Rule 10.13

In compliance with the information requirements of ASX Listing Rule 10.13 members are advised of the following particulars:

• a) Name of participants: Directors of the Company, being

• Mr Robert Scott

• Mr Michael Bennett

• Mr Robert Towner

• b) Maximum number of securities to be issued:

Name of Director	Number of Shares
Robert Scott	500,000
Michael Bennett	1,250,000
RobertTowner	4,000,000

• c) Date by which bioMD will issue securities:

No later than three months after the date of this meeting

• d) Price at which the securities will be issued:

Price per share that is at least 80% of the average market price for the share calculated over the last 5 days on which sales in the shares were recorded before the day on which the issue is made.

• e) Terms of issue:

The Shares will rank equally in all respects with the existing Shares on issue.

• f) Intended use of funds raised:

As outlined in Section 1(f) of this Explanatory Statement above.

Sections 217 to 227 of the Corporations Act

Pursuant to Sections 217 to 227 of the Corporations Act, the Company provides the following information to Shareholders in respect of the proposed financial benefit to be given to Messrs Scott, Bennett and Towner.

• (a) the related party to whom the financial benefit will be given is Directors Messrs Scott, Bennett and Towner or their respective nominees;

• (b) the maximum number of securities proposed to be issued (being the nature of the financial benefit to be provided) is:

Name of Director	Number of Shares
Robert Scott	500,000
Michael Bennett	1,250,000
Robert Towner	4,000,000
Total	5,750,000

• (c) Mr Scott currently has an interest in 586,125 Shares and 1,063,000 Options;

• (d) Mr Bennett currently has an interest in 9,720,000 Shares and 600,000 Options;

• (e) Mr Towner currently has an interest in 17,611,992 Shares and 3,086,708 Options;

• (f) if Shareholders approve the issue of the Shares to the Directors under Resolutions 2, 3 and 4, the effect will be to dilute the shareholdings of existing Shareholders, on an undiluted basis and based on the number of Shares on issue as at the date of the Notice of General Meeting, as follows:

Name of Director	Number of Shares	Percentage Dilution Effect
Robert Scott	500,000	0.39%
Michael Bennett	1,250,000	0.97%
Robert Towner	4,000,000	3.10%
Total	5,750,000	4.46%

• (g) the highest, lowest and last trading prices of the Shares during the last 12 months are set out below:

	Price	Date
Highest	8 cents	16/07/2009
Lowest	2 cents	8 & 15/04/2009
Last	5.5 cents	26/10/2009

• (h) ASIC requires explanatory information regarding the value of the financial benefit proposed to be granted to be provided to Shareholders. A valuation of the Shares proposed to be issued to Directors under Resolutions 2, 3 and 4 is set out below; and

• (i) additional information in relation to Resolutions 2, 3 and 4 is set out throughout this Explanatory Statement. Shareholders should therefore read the Notice of General Meeting and Explanatory Statement in its entirety before making a decision as to how to vote on Resolutions 2, 3 and 4.

Valuation of the Shares

ASIC requires that a dollar value be placed on the Shares proposed to be issued to Messrs Scott, Bennett and Towner for inclusion in this Explanatory Statement. The Company has obtained a valuation of the Shares the subject of Resolutions 2, 3 and 4.

The Shares are continuously quoted securities and the valuation is based on the recent trading prices of the Shares. The Shares were valued on 21 October 2009 [based on the five day weighted average Share price over the last five days prior to the valuation date on which sales in the Shares were recorded].

On this basis, the Shares proposed to be issued pursuant to Resolutions 2, 3 and 4 have a value of 5.4 cents each.

Using the valuation referred to above, the aggregate value of the Shares proposed to be issued to the Directors pursuant to Resolution 2, 3 and 4 is as follows:

Name of Director	Number of Shares	Aggregate Subscription Price
Robert Scott	500,000	$27,000
Michael Bennett	1,250,000	$67,500
Robert Towner	4,000,000	$216,000
Total	5,750,000	$310,500

Directors’ Recommendation

Resolution 2 – Robert Scott

In resolving to issue the securities to Mr Scott, subject to obtaining shareholder approval, the Directors (other than Mr Scott) considered the amount payable by Mr Scott for the Shares, the Company’s funding requirements, current market conditions and the market price of the Shares.

Other than Mr Scott, none of the Directors has a material personal interest in the subject matter of Resolution 2. Each of the Directors other than Mr Scott recommends that Shareholders vote in favour of Resolution 2 and believe that the proposed issue of Shares to Mr Scott is beneficial to the Company as it will assist the Company to meet its ongoing funding requirements.

The Directors (other than Mr Scott) believe that the number and terms of the Shares to be issued pursuant to Resolution 2 are commercial for the Company in light of the potential benefits, dilution effect and potential costs described above.

Mr Scott declined to make a recommendation in relation to Resolution 2 due to the fact that he has a material personal interest in its outcome.

Resolution 3 – Michael Bennett

In resolving to issue the securities to Mr Bennett, subject to obtaining shareholder approval, the Directors (other than Mr Bennett) considered the amount payable by Mr Bennett for the Shares, the Company’s funding requirements, current market conditions and the market price of the Shares.

Other than Mr Bennett, none of the Directors has a material personal interest in the subject matter of Resolution 3. Each of the Directors other than Mr Bennett recommends that Shareholders vote in favour of Resolution 3 and believe that the proposed issue of Shares to Mr Bennett is beneficial to the Company as it will assist the Company to meet its ongoing funding requirements.

The Directors (other than Mr Bennett) believe that the number and terms of the Shares to be issued pursuant to Resolution 3 are commercial for the Company in light of the potential benefits, dilution effect and potential costs described above.

Mr Bennett declined to make a recommendation in relation to Resolution 3 due to the fact that he has a material personal interest in its outcome.

Resolution 4 – Robert Towner

In resolving to issue the securities to Mr Towner, subject to obtaining shareholder approval, the Directors (other than Mr Towner) considered the amount payable by Mr Towner for the Shares, the Company’s funding requirements, current market conditions and the market price of the Shares.

Other than Mr Towner, none of the Directors has a material personal interest in the subject matter of Resolution 4. Each of the Directors other than Mr Towner recommends that Shareholders vote in favour of Resolution 4 and believe that the proposed issue of Shares to Mr Towner is beneficial to the Company as it will assist the Company to meet its ongoing funding requirements.

The Directors (other than Mr Towner) believe that the number and terms of the Shares to be issued pursuant to Resolution 4 are commercial for the Company in light of the potential benefits, dilution effect and potential costs described above.

Mr Towner declined to make a recommendation in relation to Resolution 4 due to the fact that he has a material personal interest in its outcome.

Capital Structure

If all of Resolutions 1 to 4 (inclusive) are approved, on completion of the issue of Shares contemplated by this Notice of Meeting, the capital structure of the Company will be as follows:

Number of Shares	Issued Capital
128,823,113	Shares at the date of this notice
30,000,000	Shares offered pursuant to Share Placement Issue
158,823,113

Number of Options	Description	Exercise Price
6,264,476	Options at date of this notice	$0.25
300,000	Options at date of this notice	$0.15
5,000,000	Options at date of this notice	$0.10
3,650,000	Options at date of this notice	$0.10
15,214,476

GLOSSARY

"$”	means Australian dollars (AUD) – all amounts in this Explanatory Statement are in
	AUD unless otherwise stated;
ASX	means ASX Limited (ACN 008 624 691);
ASX Listing Rules	means the Listing Rules of ASX, as amended or replaced from time to time;
bioMD or Company	means bioMD Limited (ACN 088 221 078);
Directors	means the directors of the Company;
Notice	means this Notice of General Meeting;
Official Quotation	has the same meaning as in the ASX Listing Rules;
Share Placement	means the proposed issue of up to 30,000,000 Shares;
Share	means a fully paid ordinary share in the capital of bioMD Limited;
WST	means Western Standard time in Perth, Western Australia.