Anteris Technologies Global Corp. - Proxy Solicitation & Information Statement 2011

Innovative BioMedical Devices

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bioMD Limited Telephone +61 8 9385 5038 ABN 35 088 221 078 Facsimile +61 8 9385 5028

Unit 9, 589 Stirling Hwy Cottesloe, Western Australia 6010 PO Box 956, Cottesloe Western Australia 6850

www.biomd.com.au

11 May 2011

Dear Shareholder,

- Due Date for Proxy Forms to be returned to bioMD Ltd 8.00am (WST) 8 June 2011

Please note that the due date for the Proxy forms to be returned to bioMD Limited shown within the Notice of Meeting is incorrect and should be disregarded. The correct details are outlined below and are contained within the Proxy Form.

Proxy Forms and the original or a certified copy of the power of attorney (if the proxy form is signed by an attorney) must be received by the Company:

At G.P.O. Box 956, Cottesloe, Western Australia 6911: or
On facsimile number (08) 9385 5028 (within Australia) or +61 8 9385 5028 (outside Australia)

not later than 8.00am (WST) on 8 June 2011.

Should you have any queries, please contact Mr Robert Towner or Mr Michael Bennett on telephone (+61 8) 9385 5038

Yours faithfully

Darren Bromley Company Secretary

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bioMD LIMITED ABN 35 088 221 078

NOTICE OF GENERAL MEETING

AND

EXPLANATORY MEMORANDUM

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay.

If you wish to discuss any aspect of this document with the Company please contact Mr Robert Towner or Mr Michael Bennett on telephone (+61 8) 9385 5038

PERDM01_2712079_1

bioMD LIMITED ABN 35 088 221 078

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of the Shareholders of bioMD Limited will be held at the Board Room, 589 Stirling Highway, Cottesloe, Western Australia at 8 am (WST) on 10 June 2011 to conduct the following business and to consider, and if thought fit, to pass the following Resolutions.

RESOLUTION 1 – ACQUISITION OF ALLIED MEDICAL LIMITED

To consider, and if thought fit, pass with or without amendment, the following Resolution as an ordinary resolution:

“That, subject to the passing of Resolutions 2 to 5 (inclusive), for the purposes of Listing Rule 11.1.2 and for all other purposes, approval be and is hereby given for the Company to acquire all of the issued capital of AML and on the further terms and conditions set out in the Explanatory Memorandum.”

RESOLUTION 2 – ISSUE OF BOD OPTIONS AND TRANSACTION OPTIONS TO RELATED PARTIES

To consider, and if thought fit, pass with or without amendment, the following Resolution as an ordinary resolution:

“That, subject to the passing of Resolutions 1 and 3 to 5 (inclusive) for the purposes of Listing Rule 10.11 and Section 208 of the Corporations Act and for all other purposes, approval be and is hereby given for the allotment and issue of 43,200,000 of the BOD Options to the Proposed Directors or their nominees and 8,500,000 of the Transaction Options to the Existing Directors or their nominees and on the further terms and conditions set out in the Explanatory Memorandum.”

RESOLUTION 3 – ISSUE OF SHARES AND OPTIONS

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

“That, subject to the passing of Resolutions 1, 2, 4 and 5, for the purposes of Listing Rule 7.1 and for all other purposes, approval be and is hereby given to the allotment and issue of:

(a) 10,400,000 BOD Options to employees and consultants of AML;
(b) 4,900,000 Transaction Options to advisers and consultants to and employees of BOD; and
(c) 13,440,000 Shares to Avexa.

and on the further terms and conditions set out in the Explanatory Memorandum.”

RESOLUTION 4 – CHANGE OF NAME

To consider, and if thought fit, pass with or without amendment, the following Resolution as a special resolution:

“That, subject to the passing of Resolutions 1 to 3 (inclusive) and 5, for the purposes of section 157(1) of the Corporations Act and for all other purposes, approval be given for the Company to change its name from 'bioMD Limited' to 'Allied Healthcare Group Limited'."

RESOLUTION 5 – RATIFY OPTIONS ISSUE

To consider, and if thought fit, pass with or without amendment, the following Resolution as an ordinary resolution:

“That, subject to the passing of Resolutions 1 to 4 (inclusive), for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue by the Directors of the Bell Potter Options on the terms and conditions set out in the terms and conditions set out in the Explanatory Memorandum.”

DATED THIS 6th DAY OF MAY 2011

BY ORDER OF THE BOARD

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MICHAEL BENNETT DIRECTOR

Notes:

Definitions

Terms which are used in this Notice and which are defined in Section 5 of the Explanatory Memorandum have the meanings ascribed to them therein.

Note

If you have recently changed your address or if there is any error in the name and address used for this notice please notify the Company Secretary. In the case of a corporation, notification is to be signed by a director or company secretary.

Proxies

A Shareholder who is entitled to vote at this Meeting has a right to appoint a proxy and should use the proxy form enclosed with this notice. The proxy need not be a Shareholder of the Company and can be an individual or a body corporate.

A body corporate appointed as a Shareholder’s proxy may appoint a representative to exercise any of the powers the body may exercise as a proxy at the Meeting. The representative should bring to the Meeting evidence of this appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, section 249X of the Corporations Act will take effect so that each proxy may exercise half of the votes (ignoring fractions).

A proxy’s authority to speak and vote for a Shareholder at the meeting is suspended if the Shareholder is present at the meeting.

The proxy form must be signed and dated by the Shareholder or the Shareholder’s attorney. Joint Shareholders must each sign.

Proxy forms and the original or a certified copy of the power of attorney (if the proxy form is signed by an attorney) must be received by the Company:

at G.P.O. Box 956, Cottesloe, Western Australia 6911; or
on facsimile number (08) 9385 5038 (within Australia) or +61 8 9385 5028 (outside Australia);

not later than 7.00 pm (Sydney Time) on 9 June 2011.

Pursuant to regulation 7.11.37 of the Corporations Regulations, the Board has determined that the shareholding of each Shareholder for the purposes of ascertaining the voting entitlements for the Meeting will be as it appears in the share register at 7.00 pm (Sydney time) on 9 June 2011.

Bodies Corporate

A body corporate may appoint an individual as its representative to exercise any of the powers the body may exercise at meetings of a company’s shareholders. The appointment may be a standing one.

Unless the appointment states otherwise, the representative may exercise all of the powers that the appointing body could exercise at a meeting or in voting on a resolution.

The representative should bring to the Meeting evidence of his or her appointment, including any authority under which the appointment is signed, unless it has previously been given to the Company.

Voting Exclusion Statement

In accordance with Listing Rules 11.1.2 and 14.11 the Company will disregard any votes cast on Resolution 1 by:

a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities in the Company if the Resolution is passed; and
any associate of the abovementioned person.

However this prohibition does not apply if:

A vote is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution; or
A vote 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.
In accordance with Listing Rules 10.13.6, and 14.11 and Section 224 of the Corporations Act the Company will disregard any votes cast on Resolution 2 by:
Any of the entities referred to in Section 1.3(a);
A person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities in the Company if Resolution 2 is passed; and
Any associate or nominee of the abovementioned person.

However this prohibition does not apply if:

A vote is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution; or
A vote 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; and
The vote is not cast on behalf of a related party or associate of a kind referred to in subsection 224(1) of the Corporations Act.
In accordance with Listing Rules 7.3.8, and 14.11 the Company will disregard any votes cast on Resolution 3 by:
Any of the entities referred to in Section 2(d);
A person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities in the Company if Resolution 3 is passed; and
Any associate of the abovementioned person.

However this prohibition does not apply if:

A vote is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution; or
A vote 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.
In accordance with Listing Rules 7.5.6, and 14.11 the Company will disregard any votes cast on Resolution 5 by:
Bell Potter Securities Ltd; and
Any associate of Bell Potter Securities Ltd.

However this prohibition does not apply if:

A vote is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution; or

A vote 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.

bioMD LIMITED ABN 35 088 221 078

EXPLANATORY MEMORANDUM

This Explanatory Memorandum forms part of a Notice convening a Meeting of Shareholders of bioMD Limited to be held at the Board Room, 589 Stirling Highway, Cottesloe, Western Australia at 8.00 am (WST) on 10 June 2011. This Explanatory Memorandum is to assist Shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the Resolutions proposed. Certain terms used in this Explanatory Memorandum are defined in Section 5.

1. RESOLUTIONS 1 AND 2 – ACQUISITION OF ALLIED MEDICAL LIMITED AND ISSUE OF BOD OPTIONS AND TRANSACTION OPTIONS TO RELATED PARTIES

1.1 Background to Resolutions 1 and 2

Proposed Acquisition of Allied Medical Limited

As announced by the Company to ASX on 15 February 2011, the Company has entered into an Implementation Agreement pursuant to which the Company proposes to acquire all of the shares and options in Allied Medical Limited. The Company proposes to make an off market takeover bid for all of the issued shares in Allied on the basis of 32 BOD Shares being offered for each AML Share. There are 12,963,624 AML Shares currently on issue.

The Company also proposes to acquire the Convertible Note (which is convertible to 420,000 AML Shares) on the same basis if and when the Bid becomes or is declared unconditional. On 10 March 2011, Avexa and BOD entered into a transfer agreement to transfer the Convertible Note to BOD in consideration for 13,440,000 BOD Shares. Once the Bid becomes or is declared unconditional and the Convertible Note is transferred to the Company, the Company intends to cancel the Convertible Note.

Pursuant to 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. This represents the equivalent of 32 BOD Options for each 1 AML Option held. Please refer to section 1.5 and the independent report from BDO Corporate Finance (WA) Pty Ltd for further information in regards to the independent valuation of the 1,350,000 AML Options and the 43,200,000 BOD Options. On the basis of the valuation set out in section 1.5, one AML Option is valued at $0.291 and 32 BOD Options are valued at $1.44 (being 32 x $0.045).

43,200,000 of the BOD Options are to be issued to the Proposed Directors with the balance, 10,400,000 BOD Options, 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. 8,500,000 of the Transaction Options are to be issued to the Existing Directors with the balance 4,900,000 Transaction Options, to be issued to advisers and consultants to and employees of the Company.

These are the 51,700,000 Options that are the subject of Resolution 2.

The discussions which lead to the decision to offer the BOD Options as consideration for the AML Options and the number and terms of the BOD Options to be offered have been conducted by the Board over a number of months prior to the announcement of the Bid on 15 February 2011. Those discussions took place in the context of the Company’s prevailing Share price during that period of time. The terms offered represent the arms-length conclusions of the Board as to what level of consideration would be required to procure the holders of all of the AML Options to enter into the AML Options Deed.

The Board also took into account that the Proposed Directors would be the recipients of some of the BOD Options and, therefore, to that extent, that the factors described in the paragraph below were relevant.

In determining the grant of and the terms of the Transaction Options the Board took into consideration that, in its view, it is in the interests of the Company to align the interests of key employees (including Directors) with the performance of the Company, to provide initiatives to those key employees and to minimise cash expenditure on employee’s discretionary, incentive based remuneration. Given the arms length terms negotiated in respect of the BOD Options the Board considered that the exercise price and other terms of the Transaction Options were reasonable and that it was reasonable and appropriate to set the same exercise price and terms for all the Existing Directors as recipients of the Transaction Options.

None of the AML shareholders, optionholders or converting note holders are related parties of bioMD.

Overview of Allied Medical's activities

Allied Medical is an Australian based unlisted public company. AML became an independent entity as the result of an in-specie distribution of shares in AML, held by Fortescue Metals Limited ( Fortescue ) in November 2005, to the then shareholders of Fortescue. AML is 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.

Since the de-merger from FMG in November 2005, Allied has undertaken the following:

(a) 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.

Professor Ian Fraser is a Director and the Chairman of Coridon. He led the research that formed the basis of the successful commercialisation of a cervical cancer vaccine, Gardasil® by CSL (Australia) and Merck & Co. There is no relationship between AML and CSL (Australia) and Merck & Co. In 2004, Professor Fraser was inducted into the Australian Academy of Sciences and was named Australian of the Year in 2006.

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.

(b) In August 2010, Allied issued an Offer Information Statement for a nonrenounceable rights issue to eligible shareholders of two new shares for every one Allied share held at an issue price of $0.50 per share to raise up to $4,410,835.
(c) On 10 August 2010, Allied entered into a Binding Heads of Agreement to acquire 100% of the issued capital of Medevco Pty Ltd, a Western Australian distributor of medical equipment, for a consideration of 860,513 Allied fully paid ordinary shares plus a further 860,513 deferred consideration shares. This acquisition has been completed. As part of the acquisition of Medevco (and conditional upon this acquisition), McRae subscribed for $400,000 of shares in Allied at a price of $0.50 each. Medevco's assets consist of medical inventory, receivables and cash.
(d) On 10 November 2010, Allied and Avexa Limited entered into a subscription agreement, pursuant to which Avexa agreed to subscribe for:
(i) an initial 1,500,000 AML Shares at a price of $0.50 per share; and
(ii) an additional 1,500,000 AML Shares at a price of $0.50 per share immediately prior to any public listing of AML.
(e) Developed its medical distribution assets, which include medical inventory (consisting of various medical devices that AML purchases from international manufacturers for distribution to Australian and New Zealand hospitals), receivables and cash. These assets are valued at approximately $5.4million based on audited financial accounts.
(f) AML does not hold any intellectual property rights.

Further details of AML's assets will be included in the Targets Statement to be lodged by AML.

Rationale for the Offer and Intentions for the Merged Entity

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. The Directors currently do not intend to deregister AML after the successful implementation of the Bid.

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.

Proposed Board

If pursuant to the Offer bioMD becomes entitled to compulsorily acquire AML Shares, BOD will procure the appointment of the Proposed Directors Messrs C Catlow, G Rowley and L Rodne to the Board.

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

Capital Structure

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

Listed Ordinary Shares	132,534,911
Unlisted Ordinary Shares	Nil
Listed Options	87,670,277
Unlisted Options	8,709,172

As at the date of the Offer, AML had on issue:

Number of Shares	12,963,624
Number of Options	1,675,000
Convertible Notes	420,000

If the Offer is completed and bioMD has acquired 100% of the Allied Shares (including 420,000 Shares issued for the acquisition 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)	560,810,879
Listed Options (Existing)	87,670,277
Unlisted Options (Existing)	8,709,172
Unlisted Options (New Issue)	67,000,000

Conditions of Offer

The Offer is subject to the defeating conditions. These conditions include (but are not limited to):

(a) 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;
(b) Necessary approvals are obtained from the shareholders of bioMD;
(c) No material adverse change in respect of Allied Medical occurs during the Offer Period; and
(d) That no prescribed occurrences occur during the Offer 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.

Risks Relating to the Offer

The following risks exist in respect of bioMD's Offer:

(a) 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.

(b) 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.

(c) Limited due diligence:

In preparing the information relating to Allied Medical contained in this Notice of Meeting and the 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.

Pro-Forma Balance Sheet

Below is a pro-forma balance sheet of the Company assuming Completion occurs.

Pro-Forma Statement of Financial Position as at 31 December 2010

ASSETS Current assets Cash and cash equivalents Trade and other receivables Prepayments Inventories Total current assets Non-current assets Intangible assets Property, plant & equipment Deferred Tax Assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Employee benefits Borrowings Income tax payable Total current liabilities	Note	31 Dec 2010 $ 1,365,543 3,066,424 187,564 1,992,749 6,612,280 1,227,211 59,812 14,618 1,301,641 7,913,921 1,446,663 92,431 53,152 (195,216) 1,397,030

Non-current liabilities Provisions Total non-current liabilities Total liabilities NET ASSETS EQUITY Contributed equity Reserves Accumulated losses Capital and reserves attributable to equity holders of bioMD Limited Non controlling interest TOTAL EQUITY	72,510
	72,510
	1,469,540
	6,444,381
	15,585,946 1,383,000 (10,519,248)
	6,449,698 (5,317)
	6,444,381

Assumptions:

Based on BOD’s and Allied’s 31 December 2010, unaudited, reviewed, consolidated balance sheets, adjusted for the following assumptions.
Assumes 100% of Allied shares are acquired as well as the Convertible Note.
No account is taken of cash spent and other transactions since 31 December 2010.

Director's Recommendation

The Directors do not offer a recommendation in respect to Resolutions 1 and 2 on the basis that they all hold an interest in the Transaction Options set out in section 1.3(a) of this notice.

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 (or extend the Offer)	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

ASIC Waiver

On 12 April 2011, pursuant to section 655A(1)(b) of the Act, ASIC granted bioMD an extension to the period within which bioMD is required to make an offer for the Allied Shares in accordance with section 631(1)(b) of the Act, from 2 months after the proposal, to the earlier of:

(a) 2 months and 18 days after the proposal; and
(b) 7 business days after the date the audit report included in the relevant financial report is signed.

The 'relevant financial report' is defined to mean the financial report for Allied for the six months ending on 31 December 2010.

1.2 Regulatory Requirements – Resolution 1

Listing Rule 9.1

The ASX may classify certain bioMD Shares and bioMD Options as restricted securities. If so, prior to official quotation of any such bioMD Shares and bioMD Options, the holders of the bioMD Shares and bioMD Options that are to be classified as restricted securities will be required to enter into appropriate restriction agreements with the Company as escrow agent.

It is anticipated that all bioMD Shares and bioMD Options shall be free of escrow.

Listing Rule 11.1.2

To the extent that the acquisition of Allied constitutes the Company undergoing a significant change to the nature or scale of its activities, Chapter 11 of the Listing Rules requires that certain steps are required to be taken. The issue of securities contemplated by Resolution 1 are being submitted for approval, therefore, for the purposes of Listing Rule 11.1.2 which provides that:

“If an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable. If ASX requires the entity must get the approval of holders of its ordinary securities and must comply with any requirements of ASX in relation to the notice of meeting. The notice of meeting must include a voting exclusion statement.”

These requirements have been complied with in this Notice of Meeting and Explanatory Memorandum.

In summary the changes that will occur if Resolution 1 is approved and Completion occurs involve:

(a) the Company issuing a total of 428,275,968 BOD Shares to Allied Shareholders and to Avexa as consideration for the Convertible Note;
(b) the Company issuing the BOD Options to Existing and Proposed Directors and AML executives;

(c) the Company issuing the Transaction Options;
(d) the Company acquiring the securities of Allied;
(e) the Company becoming the owner via Allied becoming its subsidiary, of the assets described in Section 1.1 and expanding its Board and management team as described in Section 1.1.

Listing Rule 12.3

More than half of the Company's assets are cash or in a form readily convertible to cash. As a consequence, the Company may be subject to additional ASX Listing Rule requirements, and there is a risk that ASX may suspend quotation of the Shares under Listing Rule 12.3 until the Company invests its assets or uses them for its business.

The Company intends to use its assets for the further development of:

(a) the ADAPT tissue engineering process and the regulatory (TGA/FDA) approval of the Cardiocel biomaterial cardiac patch;
(b) for further expansion of its medical distribution assets; and
(c) its investment in the research & development of DNA Vaccines.

The Company will finalise the budget expenditure for the merged group within 30 days of the completion of the acquisition. It is the Company's intention to comply with Listing Rule 12.3.

1.3 Regulatory Requirements – Resolution 2

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party. The Existing Directors and any entities they respectively control are related parties. Because the Proposed Directors may become Directors at some time in the future they are each considered to be a related party of the Company pursuant to Subsection 228(6) of the Corporations Act. Any entities controlled by the Proposed Directors will also be related parties.

The definition of what constitutes giving a financial benefit pursuant to Section 229 of the Corporations Act is broad and does not necessarily involve paying money. It includes buying or selling assets, issuing securities and granting options. It includes giving a financial benefit indirectly, for example, through one or more interposed entities.

Paragraph 229(1)(c) of the Corporations Act provides that in deciding whether a financial benefit is given any consideration that is given for the benefit is to be disregarded, even if it is adequate.

The issue of the BOD Options and Transaction Options to related parties contemplated by Resolution 2, therefore, constitutes giving a financial benefit to a related party.

Section 208 of the Corporations Act provides an exception from the prohibition contained in Chapter 2E and provides that a public company may give a financial benefit to a related party if a resolution of the shareholders of the public company permit the benefit to be given, and the resolution was passed at a general meeting of the public company held within 15 months before the public company gives the benefit and if the conditions

prescribed by Division 3 of Part 2E.1 of the Corporations Act have been satisfied in relation to the resolution.

Resolution 2, therefore, is intended to satisfy the requirements of Section 208 in relation to the issuing of 43,200,000 of the BOD Options to the Proposed Directors and 8,500,000 of the Transaction Options to the Existing Directors.

The requirements of Section 219 of the Corporations Act with regards to the Explanatory Memorandum to accompany the Notice of Meeting for the purposes of Resolution 2 are as follows. The Explanatory Memorandum must set out:

(a) the related parties to whom the proposed resolution would permit financial benefits to be given: The related parties are:

Robert Scott	Existing Director	1,000,000 Transaction Options
Robert Towner	Existing Director	5,000,000 Transaction Options
Michael Bennett	Existing Director	2,500,000 Transaction Options
Graeme Rowley	Proposed Director	8,000,000 BOD Options
Christopher Catlow	Proposed Director	16,000,000 BOD Options
Lee Rodne	Proposed Director	19,200,000 BOD Options

None of the Existing Directors currently hold any securities in AML. None of the Proposed Directors currently hold any securities in BOD.

(b) the nature of the financial benefits: The financial benefits are the 51,700,000 Options to be granted and any advantages thereby conferred which can only be gauged by reference to the consideration being provided (being 1,350,000 AML Options in the case of the Proposed Directors and nil cash consideration in the case of the Existing Directors), the underlying assets of the Company, the price of the BOD Shares from time to time and the number of Shares and other securities on issue in the Company from time to time. At the date of this Explanatory Memorandum, the assets of the Company comprise cash and receivables (net of liabilities) of approximately $933,000 and intangible assets, plant and equipment carried at approximately $53,000. At the time the BOD Options and the Transaction Options are issued the Bid will be unconditional and Completion will be due to occur and the financial and capital structure of the Company will have altered as described in Section 1.1.

The Company’s issued capital at the date of this Notice is as follows:

	Fully Paid Shares	Listed Options
Listed Shares & Options	132,534,911	87,670,277
Unlisted Options		8,709,172

(c) in relation to each Director of the Company:
(i) if the Director wanted to make a recommendation to shareholders about the proposed resolution - the recommendation and his or her reasons for it: or
(ii) if not why not? or

(iii) if the Director was not available to consider the proposed resolution - why not?

Each of the Existing Directors abstains from making any recommendation to Shareholders as to how they vote in respect of Resolution 2 because they each have a personal interest in the outcome of Resolution 2 to the extent that they are respectively entitled to be issued certain Transaction Options if the Resolution is passed and the Bid becomes unconditional. The Existing Directors note however that passage of the Resolution is required in order to give full effect to the contractual obligations of the Company that arise pursuant to the Implementation Agreement and the Bid.

(d) In relation to each such director whether the director had an interest in the outcome of the proposed resolution:

No Existing Director has an interest in the outcome of Resolution 2 other than as the holder of securities in the Company and except as follows:

Mr Scott will receive 1,000,000 Transaction Options Mr Towner will receive 5,000,000 Transaction Options Mr Bennett will receive 2,500,000 Transaction Options

(e) All other information that is reasonably required by members in order to decide whether or not it is in the Company’s interest to pass the proposed Resolution 2 and is known to the Company or any of its directors:
The issue of the BOD and Transaction Options pursuant to Resolution 2 will cause dilution of the holdings of the existing Shareholders and existing Optionholders. The passing of Resolution 2 is subject to the passing of Resolutions 1 and 3 and, as a consequence, the extent to which the holdings of existing Shareholders and Optionholders will be diluted is sufficiently particularised in the bullet point immediately below which sets out the increased capital of the Company.
If Shareholders approve Resolution 2, the 51,700,000 Options that are to be issued to the Recipients will be issued after the Bid becomes unconditional and the capital of the Company will, assuming the Company has acquired 100% of the AML Shares and the Convertible Note, have increased as set out below:

Number of Fully Paid Shares on issue at completion of the Offer	560,810,879
Number of Options to be granted under Resolution 2	51,700,000
Dilution effect if all Options granted under Resolutions 2 are exercised	8.4%

As at the date of this Explanatory Memorandum each of the Existing and Proposed Directors has a Relevant Interest in the following securities of the Company:

	Relevant Interest in Shares	Relevant Interest in Options
Robert Scott	586,125	390,750
RobertTowner	17,611,992	15,642,579
Michael Bennett	9,720,000	1,000,000
G. Rowley	Nil	Nil
C.Catlow	Nil	Nil
L. Rodne	Nil	Nil

If Completion occurs the Proposed Directors will, by reason of their respective holdings of AML Shares and the consideration offered under the Bid, hold the following BOD Shares:

G. Rowley	10,963,872
C. Catlow	10,189,408
L. Rodne	19,482,976

If all of the securities are issued pursuant to Resolution 2 and the Recipients exercise all of the Options the subject of Resolution 2, the issued capital of the Company would increase from 560,810,879 Shares to 612,510,879 Shares.

In that event the 51,700,000 Shares issued upon exercise of the Options the subject of Resolution 2 would represent approximately 8.4% of the then issued capital and the total Shares in which the Recipients would have a Relevant Interest would represent approximately 19.6% of the then issued Shares (120,234,373 Shares out of 612,510,879 Shares).

These calculations assume that no other Shares have been issued and that none of the Recipients had acquired any other Shares.

On the same assumptions as those immediately above but on the basis that all of the other BOD Options, Transaction Options and Existing Options then on issue were also exercised, those 51,700,000 Shares would represent approximately 7.1% of the then issued Shares (51.7 million Shares out of 724,190,328 Shares). In this event, the total Shares in which the Recipients would have a Relevant Interest would represent approximately 20.5% of the then issued Shares (148,330,702 Shares out of 724,190,328 Shares).
To the extent that the exercise price of the Options the subject of Resolution 2 may be below the market price of the Company’s Shares at the time(s) those Options are exercised, the Company will have foregone the opportunity of issuing the relevant Shares at a price higher than the exercise price for the Options and closer to the relevant market price at that time.
The value attributable to each Option to be granted pursuant to Resolution 2 is calculated to be $0.045 (please refer to the Option pricing methodology which is set out in Section 1.4). In accordance with a policy requirement of ASIC, the Company having taking appropriate advice, in light of that policy

notes the Company attributes a total value of $2,326,500 in respect of the 51,700,000 Options to be issued pursuant to Resolution 2 based on a sale price of Shares of $0.057 on 4 March 2011. In the event that Resolution 2 is approved each of the Recipients, pursuant to his direct or indirect interest in the Options, will receive a financial benefit pursuant to the issue of the Options the subject of Resolution 2 of:

Mr Bennett $112,500 Mr Towner $225,000 Mr Scott $45,000 Mr Rowley $360,000 Mr Catlow $720,000 Mr Rodne $864,000.

In the case of Messrs Rowley, Catlow and Rodne the above amounts need to take account of the value attributable to the AML Options that will be assigned by them as consideration (Namely Mr Rowley – 250,000 AML Options, Mr Catlow – 500,000 AML Options, Mr Rodne – 600,000 AML Options) – refer to Section 1.5.

On the 12 months proceeding the 14[th] February 2011 (being the date the Company requested a trading halt in its securities pending an announcement concerning the Implementation Agreement) the Shares traded in a range of $0.02 to $0.095. The dates on which BOD Shares traded at these prices are 3 August 2010 and 10 February 2011 respectively. The last sale price of the Company’s Shares was $0.048 on 5 May 2011, the last trading day on ASX before the date of this Notice.
The 51,700,000 Options to be issued to the Recipients will be issued on the terms described in Section 1.6.
The current annual remuneration paid by the Company in respect of Existing Directors is:

Mr Bennett $300,000 Mr Towner $200,000 Mr Scott $42,200

The current annual remuneration paid by AML to Mr Rodne is $264,000 (inclusive of superannuation). It will be a term of the Bid that Mr Rodne will, assuming the Bid is successful, continue to be employed by bioMD on his existing terms.
Currently neither Mr Catlow nor Mr Rowley are remunerated by AML. It will be a term of the Bid that, if the Bid is successful, they will, as Directors of bioMD, each be remunerated at a rate determined by the then Board.

Other than as set out in this Explanatory Memorandum, there is no further information considered by the Directors to be relevant.

1.4 Valuation of the Options

In accordance with a policy requirement of ASIC, the Company having taken appropriate advice, in light of that policy notes the Company attributes a total value of $2,326,500 in respect of the 51,700,000 Options to be issued pursuant to Resolution 2 and is based on the last sale price of Shares of $0.057 on 4 March 2011.

This value of the Options has been derived using the “Black and Scholes” valuation method and is based upon the following inputs and assumptions:

(a) the hypothetical price of the Company’s shares is $0.057 (being the last trading price per Share on 4 March 2011);
(b) an exercise price of 6 cents for the Options;
(c) a risk free rate of 5.3% per annum (being the risk free rate on government bonds with a similar maturity as the Options);
(d) a volatility factor of 105% (based on techniques using measurement for a number of selected companies of a similar size and nature to the Company);
(e) an expected life of 5 years for the Options;
(f) dividend yield of nil; and
(g) all the other terms and conditions of the Options as outlined in Section 1.6.

1.5 Independent Assessment

The Board has obtained an independent report from BDO Corporate Finance (WA) Pty Ltd in relation to the proposed acquisition of 1,350,000 AML Options from the Proposed Directors in exchange for the issue of 43,200,000 BOD Options.

A copy of that report is annexed.

The independent valuations of the 1,350,000 AML Options to be acquired and the 43,200,000 BOD Options to be issued in exchange are set out below:

Item	Allied Option	bioMD Option
Underlying Security spot price	$0.50	$0.057
ExercisePrice	$1.00	$0.060
IssueDate	28 January2011	4 March 2011
Expiration Date	28 January2016	4 March 2016
Life ofthe Options	5.00	5.00
Volatility	85%	105%
Risk FreeRate	5.21%	5.30%
ValuationperOption	$0.291	$0.045

1.6 Terms of the Options

The terms and conditions of the Options to be issued pursuant to Resolution 2 are as follows:

(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[rd] provided s/he remains employed by BOD 12 months from the date of issue;
(ii) as to 1/3[rd] provided s/he remains employed by BOD 24 months from the date of issue; and
(iii) as to 1/3[rd] provided s/he remains employed by BOD 36 months from the date of issue.

1.7 Regulatory Requirements – Resolution 2

Listing Rules Chapter 7

Pursuant to Exception 14 to Listing Rule 7.1 an issue of securities made with the approval of the holders of ordinary securities under Listing Rule 10.11 does not require approval under Listing Rule 7.1.

1.8 Regulatory Requirements – Resolution 2

Listing Rules Chapter 10

Chapter 10 of the Listing Rules contains certain provisions in relation to transactions between a company and “persons in a position of influence” which includes “related parties” as defined in the Corporations Act. Listing Rule 10.11 provides that a public company must not issue or agree to issue securities to a related party without shareholder approval.

For the purposes of Listing Rule 10.11 each of the Existing Directors and the Proposed Directors is a related party of the Company.

Resolution 2, therefore, is intended to satisfy the requirements of Listing Rule 10.11 relating to the issue of BOD Options and Transaction Options to the related party concerned.

Pursuant to Listing Rule 10.13 the notice of meeting seeking shareholder approval for the issue of securities pursuant to Listing Rule 10.11 must include the following:

(a) The name of the person(s): The persons being issued Options pursuant to Resolution 2 are:

R. Scott or his nominee,1,000,000 Transaction Options; R Towner or his nominee, 5,000,000 Transaction Options; M Bennett or his nominee, 2,500,000 Transaction Options; G Rowley or his nominee, 8,000,000 BOD Options; C Catlow or his nominee, 16,000,000 BOD Options; and L Rodne or his nominee, 19,200,000 BOD Options.

(b) The maximum number of securities to be issued (if known) or the formula for calculating the number of securities to be issued to the person: the maximum number of securities to be issued pursuant to Resolution 2 is 43,200,000 BOD Options and 8,500,000 Transaction Options.
(c) The date by which the entity will issue the securities: the Options will be issued no later than one (1) month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that all the Options will be issued on the same day.
(d) If the person is not a director, a statement of the relationship between the person and the director of the responsible entity: Not applicable in the case of the Existing Directors. The Proposed directors may be appointed as Directors depending on whether the Bid becomes unconditional.

(e) The issue price of the securities and a statement of the terms of the issue: the BOD Options to be issued pursuant to Resolution 2 are being issued in exchange for the transfer of 1,350,000 of the AML Options. The Transaction Options the subject of Resolution 2 are being issued for nil cash consideration.
(f) Nothing will be raised from the issue of the Options unless and until they are exercised, in which case 6 cents per Option will be paid.

2. RESOLUTION 3

Background

As noted in Section 1.1 the Company has, pursuant to the Implementation Agreement, undertaken, subject to the terms and conditions therein, to issue the BOD Options and the Transaction Options.

The 10,400,000 BOD Options referred to in paragraph (a) of Resolution 3 and the 4,900,000 Transaction Options referred to in paragraph (b) of Resolution 3 are the balance of the BOD Options and the Transaction Options to be issued once the Bid becomes unconditional in excess of those being issued to Existing and Proposed Directors that are the subject of Resolution 2.

The 13,440,000 Shares referred to in paragraph (c) of Resolution 3 are the Shares that may be issued to Avexa in consideration for the acquisition of the Convertible Note if the Bid becomes or is declared unconditional as described in Section 1.1.

Regulatory Requirements

Listing Rules Chapter 7

Listing Rule 7.1 limits the capacity of the Company to issue securities without the approval of its Shareholders. In broad terms, that Rule provides that a Company may not, within a 12 month period, issue securities equal to more than 15% of the total number of ordinary securities on issue at the beginning of the 12 month period unless the issue is approved by Shareholders or the issue otherwise comes within one of the exceptions to Listing Rule 7.1.

The securities the subject of Resolution 3, particularly when aggregated with the securities the subject of Resolutions 1 and 2 would exceed the 15% Rule.

Resolution 3, therefore, is designed to fulfil the requirements of Listing Rule 7.1.

Listing Rule 7.3 contains requirements as to the contents of a Notice sent to Shareholders for the purposes of Listing Rule 7.1 and the following information is included in the Explanatory Memorandum for that purpose:

(a) The maximum number of securities to be issued (if known) or the formula for calculating the number of securities to be issued to the person: the maximum number of securities the subject of Resolution 3 is 10.4 million BOD Options, 4.9 million Transaction Options and 13.44 million Shares.
(b) The date by which the entity will issue the securities: the securities the subject of Resolution 3 will be allotted / issued no later than three months after the date of

the Meeting or such later date as permitted by any waiver granted by ASX and will be issued on the one date.

(c) The issue price of the securities: the securities the subject of paragraph (a) of Resolution 3 will be issued as consideration for the purchase of 1,350,000 of the AML Options. The securities the subject of paragraph (b) of Resolution 3 will be issued for nil cash consideration. The securities the subject of paragraph (c) of Resolution 3 will be issued in exchange for the Convertible Note at an issue price of 2 cents per Share.
(d) The names of the allottees: The allottees of the 10.4 million BOD Options are:

Mr J. Chick – 3.2 million Mr D. Zanardo – 2.4 million Ms L. Bradshaw – 2.4 million Mr S. Mann – 2.4 million.

The allottees of the 4.9 million Transaction Options are:

Mr D. Bromley – 2 million Panga Pty Ltd – 1 million Mr D. Rigg – 1 million Mr A. Sierakowski – 400,000 Ms J. Stanton – 250,000 Mr L. Neethling – 250,000.

None of the allottees of the Options set out in Resolution 3 are related parties of the Company.

The allottee of the 13.44 million Shares is Avexa.

(e) The terms of the securities: The terms of the 10.4 million BOD Options are set out in Section 1.6 except that, in the case of non-employees of BOD or AML, paragraph (k) in Section 1.6 must not apply. The BOD Options are all being granted to non-employees of BOD or AML, except the BOD Options to be granted to Ms J Stanton, who is an employee of BOD. The Shares the subject of paragraph (c) of Resolution 3 will be issued as ranking equally with all other Shares on issue.
(f) The intended use of the funds raised: no cash funds will be raised from the issue of the securities the subject of Resolution 3.
(g) A voting exclusion statement: a voting exclusion statement is set out in the Notice of Meeting.

3. RESOLUTION 4

Resolution 4 is a special resolution which seeks Shareholder approval for the Company to change its name.

The Company proposed to change its name from "bioMD" to "Allied Healthcare Group Limited". The change will not, in itself, affect the legal status of the Company or any of its assets or liabilities.

Shareholder approval is required for Resolution 4 under section 157 of the Corporations Act by special resolution.

The Company will make an application to the ASIC for the change of name to "Allied Healthcare Group Limited". The name will take effect upon a new certificate of registration being issued.

4. RESOLUTION 5

4.1 Background

The Company issued 2 million unlisted Options to Bell Potter on 12 April 2010, as announced to ASX on 12 April 2010 ( First Bell Potter Issue ).

The Company also issued 7 million unlisted Options to Bell Potter on 6 July 2010, as announced to ASX on 7 July 2010 ( Second Bell Potter Issue ).

4.2 Regulatory Requirements – Resolution 5

As noted above, under Chapter 7 of the Listing Rules there are limitations on the capacity of a company to enlarge its capital by the issue of equity securities in any 12 month period. The limitation is to 15%.

Listing Rule 7.4.2 provides that when an issue of securities is made without approval under Listing Rule 7.1 the issue is treated as having been made with approval for the purposes of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and shareholders subsequently approve the issue of securities.

Resolution 5 is therefore designed to have both of the issues of the Bell Potter Options approved by Shareholders and to reinstate the Company’s capacity to issue up to 15% of its issued capital, if required, in the next 12 months without the requirement for Shareholder approval pursuant to Listing Rule 7.1.

Listing Rule 7.5 contains certain requirements as to the contents of a notice sent to Shareholders for the purpose of Listing Rule 7.4 and the following information is included in the Explanatory Memorandum for that purpose:

(a) The number of securities allotted:

The number of securities allotted in the First Bell Potter Issue was 2 million Bell Potter Options.

The number of securities allotted in the Second Bell Potter Issue was 7 million Bell Potter Options.

(b)
The price at which the securities were issued:

The Bell Potter Options were issued for nil cash consideration in accordance with:

(a) in regards to the First Bell Potter Issue, the underwriting agreement between the Company and Bell Potter; and

(b) in regards to the Second Bell Potter Issue, the marketing assistance agreement between the Company and Bell Potter.

The terms of the securities :

The terms of the Bell Potter Options are set out in Section 4.3.

(d) The names of the allottees or the basis on which allottees were determined:

The Bell Potter Options were allotted and issued to Bell Potter.

(e) The use (or intended use) of the funds raised:

No cash was raised.

(f) A voting exclusion statement:

A voting exclusion statement is included in the Notice.

4.3 The terms and conditions of the Bell Potter Options

(a) Entitlement – each Option entitles the Optionholder to subscribe for one fully paid ordinary share in the capital of the Company;
(b) Exercise Price – the exercise price of each Option in the First Bell Potter Issue is $0.04 and the exercise price of each Option in the Second Bell Potter Issue is $0.06;
(c) Option Period – each Option may be exercised in whole or in part at any time before 30 December 2011. An Option not exercised will automatically expire on 31 December 2011.
(d) Certificates – The Company must give each Optionholder a holding statement stating:
(i) the number of Options issued to the Optionholder;
(ii) the exercise price of the Options; and
(iii) the date of issue of the Options.
(e) Participation Rights – an Optionholder is not entitled to participate in any new issue to existing Shareholders of securities in the Company unless they have exercised their Options before the record date for determining entitlement to the new issue of securities and participate as a result of holding Shares;

(f) Notice of New Issues – the Company must give an Optionholder, in accordance with the ASX Listing Rules notice of:
(i) the proposed terms of the issue or offer proposed under clause (e); and
(ii) the right to exercise their options under clause (e).
(g) Bonus Issues – if the Company makes a bonus issue of Shares or other securities to Shareholders (except an issue in lieu of dividends or by way of dividend reinvestment) and no Share has been issued in respect of the Option before the record date for determining entitlements to the issue then the number of underlying Shares over which the Option is exercisable is increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for determining entitlements to the issue.
(h) Pro rata Issues – if the Company makes a pro rata issue of Shares (except a bonus issue) to existing Shareholders (except an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of the Option before the record date for determining entitlements to the issue, the exercise price of each Option is reduced in accordance with the ASX Listing Rules.
(i) Re-organisation – if there is a re-organisation (including consolidation, subdivision, reduction or return) of the share capital of the Company then the rights of the Optionholder are changed to the extent necessary to comply with the ASX Listing Rules applying to a re-organisation of capital at the time of the reorganisation.
(j) Calculation and adjustments – any calculations or adjustments which are required to be made under the terms of issue will be made by the Board of Directors of the Company and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Optionholder.
(k) Notice of change – the Company must within a reasonable period give to each Optionholder notice of any change pursuant to the terms of issue to the exercise price of any Options held by an Optionholder or the number of shares which the Optionholder is entitled to subscribe for on exercise of a Option;
(l) Method of exercise and payment – to exercise Options the Optionholder must give the Company or its share registry, at the same time:
(i) a written exercise notice (in the form approved by the Board of the Company from time to time) specifying the number of Options being exercised and shares to be issued;
(ii) payment of the exercise price for the Shares the subject of the exercise notice by way of bank cheque or by other means of payment approved by the Company; and
(iii) the certificate, if any, for the Options.
(m) Exercise all or some options – an Optionholder may only exercise Options in multiples of 100,000 unless the Optionholder exercises all Options held by the Optionholder. Options will be deemed to have been exercised on the date the application is lodged with the Directors.
(n) Option certifications – if an Optionholder exercises less than the total number of Options registered in the Optionholder’s name:

(i) The Optionholder must surrender their option certificate (if any); and
(ii) The Company must cancel the option certificate (if any) and issue the Optionholder an Option certificate or holding statement stating the remaining number of Options held by the Optionholder.
(o) Issue of Shares on exercise – within ten (10) business days after receiving an application for exercise of Options and payment by an Optionholder of the exercise price, the Company must issue the Optionholder the number of Shares in the capital of the Company specified in the application.
(p) Ranking of Shares on issue – subject to the Company’s Constitution, all Shares issued on the exercise of Options rank in all respects (including rights relating to dividends) pari passu with the existing Shares of the Company at the date of issue.
(q) Quotation – the Company will apply to ASX for official quotation of:
(i) the Shares issued on exercise of the Options.
(r) Transferable – the Options are transferable.

5. DEFINITIONS

In this Explanatory Memorandum:

“Allied Medical” and “Allied” and “AML” means Allied Medical Limited ABN 99 089 052 479;

“AML Option Deed” means a deed pursuant to which the holders of all of the AML Options agreed 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;

“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 Shares” means ordinary fully paid shares on issue in the capital of AML and “AML Shareholders” has a corresponding meaning. In the context of the Bid, “AML Shares” means ordinary fully paid shares on issue in the capital of AML on the date set by BOD for the purposes of Section 633(3) of the Corporations Act;

“ASIC” means the Australian Securities and Investments Commission;

“ASX” means ASX Limited ACN 008 624 691;

“Avexa” means Avexa Limited ABN 53 109 150 750;

" Bell Potter " means Bell Potter Securities Ltd;

“Bell Potter Options” means the 9 million Options issued in the First Bell Potter Issue and the Second Bell Potter Issue described in Section 4;

“Bid” means an off-market bid announced to the ASX on 15 February 2011 under Chapter 6 of the Corporations Act under which BOD will offer to buy all of the AML Shares for the Bid Consideration and otherwise on terms no less favourable to AML Shareholders than those contemplated by the Implementation Agreement;

"Bid Consideration" means a total of 414,835,968 BOD Shares to be offered pro-rata amongst the holders of the AML Shares as consideration for the acquisition of all of the AML Shares;

“Board” means the board of Directors;

“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;

“BOD Share” means an ordinary fully paid share in the capital of BOD;

“Company” and “bioMD” and “BOD” means bioMD Limited ABN 35 088 221 078;

“Completion” means completion of the acquisition of 100% of Allied pursuant to the Bid;

“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, the convertible note will be converted into 420,000 AML Shares to be issued to Avexa;

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

“Director” means a director of the Company;

“Existing Directors” means Messrs Robert Scott, Robert Towner and Michael Bennett;

“Existing Options” means the 96,379,449 Options on issue at the date hereof;

“Explanatory Memorandum” means this Explanatory Memorandum;

“First Bell Potter Issue” means the issue of 2 million Options described in Section 4;

“GST” means Goods and Services Tax;

“Implementation Agreement” means an agreement between the Company and Allied dated 14 February 2011 pursuant to which, amongst other things, the Company proposed to make the Bid;

“Listing Rules” means the official listing rules of the ASX;

“Meeting” means the meeting of Shareholders convened by this Notice;

“Notice” and “Notice of Meeting” means the notice of meeting to which this Explanatory Memorandum is attached;

“Offer” means each offer to acquire AML Shares to be made by BOD to each AML Shareholder under the Bid on terms consistent with the Implementation Agreement;

"Offer Period" means the period during which the Offer is open for acceptance.

“Official List” means the official list of ASX;

“Option” means an option to acquire one Share and “Optionholder” has a corresponding meaning;

"Prescribed Occurrence" means any of the following events:

(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.
“Proposed Directors” means Messrs. G. Rowley, C. Catlow and L. Rodne;
“Recipients” means the Existing and Proposed Directors;

“Resolution” means a resolution set out in this Notice;

“Second Bell Potter Options” means the issue of 7 million Options described in Section 4;

“Section” means a section of this Explanatory Memorandum;

“Share” means an ordinary fully paid ordinary share in the capital of the Company and “Shareholder” has a corresponding meaning;

“Transaction Options” means 13,400,000 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) to existing members of the BOD Board and BOD advisers subject to Shareholder approval, at the time the Bid is declared or becomes unconditional; and

“WST” means Western Standard Time.

ANNEXURE

Independent Report from BDO Corporate Finance (WA) Pty Ltd in relation to the proposed acquisition of 1,350,000 AML Options from the Proposed Directors in exchange for the issue of 43,200,000 BOD Options.

care to any third party for this report.	grant subject to conditions. BDO Corporate Finance accepts no duty of	consent in each instance that we may at our discretion grant, withhold or	must not be released to any third party without our express written	and, except to the extent required by applicable law and regulation,	relied upon for any other purpose. This report is strictly confidential	provide a valuation of Allied and bioMD options for inclusion in a Notice of Meeting to be prepared by the directors of bioMD. It should not be	This document has been prepared solely for the directors of bioMD to	acquisition of Allied options and issue of bioMD options.	Limited (“bioMD”) unlisted options (“the Options”)in relation to the	valuation of Allied Medical Limited (“Allied”) unlisted options and bioMD	This report (“Report”) has been prepared by BDO Corporate Finance (WA) Pty Ltd (“BDO Corporate Finance”) in connection with the	VALUATION OF UNLISTED OPTIONS		Dear Robert		PERTH WA 6000	Level 11, 225 St Georges Terrace	bioMD Limited	Executive Director	Robert Towner		4 March 2011
						Sherif Andrawes Director					Yours faithfully BDO Corporate Finance (WA) Pty Ltd		hesitate to contact Sherif Andrawes on (08) 6382 4600.	If you require any clarification or further information, please do not	or completeness of any information provided to us by and on your behalf.	responsibility and make no representations with respect to the accuracy	generally accepted auditing standards. Accordingly we assume no	accounting records, it has not included an audit in accordance with	report. While our work has involved analysis of financial information and	has been obtained from a variety of sources as indicated within the	The information used by BDO Corporate Finance in preparing this report		Australia	PO Box 700 West Perth WA 6872 www.bdo.com.au		Subiaco, WA 6008 Fax: +61 8 6382 4601		38 Station Street Tel: +61 8 6382 4600

Appendix 1 - Sources of Information	5. CONCLUSION	4.8 Vesting Conditions	4.7 Dividends Expected on the Shares	4.6 Risk-Free Rate of Interest	4.5 Expected Volatility of the Share Price	4.4 Life of the Options	4.3 Valuation Date	4.2 Exercise Price of the Options	4.1 Current Price of the Underlying Shares	4. VALUATION	3. VALUATION METHODOLOGY	2. TERMS OF THE OPTIONS	1. INTRODUCTION