BIOXYNE LIMITED — Proxy Solicitation & Information Statement 2009

Apr 1, 2009

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Probiomics Limited ACN 084 464 193

Notice of General Meeting

and

Explanatory Memorandum to Shareholders

GENERAL MEETING:

10 am (Sydney time) on Friday, 15 May, 2009 Board Room, Suite 1A, Level 2 802 Pacific Highway GORDON NSW 2072

A separate proxy form is enclosed.

The Directors recommend that shareholders vote in favour of each of the Resolutions contained in this Notice of Meeting.

Please read the Notice and the accompanying Explanatory Memorandum carefully.

If you are unable to attend the General Meeting please complete the Proxy Form and return, as directed.

Notice of General Meeting

NOTICE is hereby given that the General Meeting of Shareholders of Probiomics Limited (“Company”) will be held at 10 am (Sydney time) on Friday , 15 May, 2009 in Board Room , Suite 1A, level 2, 802 Pacific Highway, Gordon NSW, 2072.

AGENDA

ORDINARY RESOLUTIONS

1. Approval to amend the terms of Convertible Note Deed

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

“That shareholders approve the amendment to the Convertible Note Deed to alter the conversion price of the Convertible Note from $ 0.04 per share to $ 0.01 per share.

Voting exclusion statement:

Pursuant to ASX Listing Rule 7.3.8 the Company will disregard any votes cast by or on behalf of any person who participated in the issue or their associates. The Company however 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.

2. Conversion of Convertible Notes

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

“That for the purpose of Listing Rule 7.1 of the Listing Rules of Australian Stock Exchange Limited and for all other purposes, shareholders approve the conversion to ordinary shares of Convertible Notes in the amount of $ 500,000 at a conversion factor calculated by dividing that part of the amount provided as advance pursuant to the Convertible Note divided by $ 0.01 on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting . ”

Voting exclusion statement:

Pursuant to ASX Listing Rule 7.3.8 the Company will disregard any votes cast by or on behalf of any person who participated in the issue or their associates. The Company however 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 MEMORANDUM

Shareholders are referred to the Explanatory Memorandum accompanying and forming part of this Notice of Meeting.

POINT AT WHICH VOTING RIGHTS ARE DETERMINED

The Board of Directors has determined that under Corporations Regulations 7.11.37, for the purposes of the general meeting, shares will be taken to be held by the persons who are the registered holders at 7.00 pm (Sydney time) on 12 May 2009. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

VOTING IN PERSON

To vote in person, attend the meeting on the date and time and at the place set out above .

VOTING BY PROXIES

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

• In person Probiomics Limited Suite 1A, Level 2 802 Pacific Highway GORDON NSW 2072

• By mail

Share Registry - Computershare Investor Services Pty Ltd GPO Box 242, MELBOURNE VIC 3001

• By fax

1800 783 447 ( within Australia)

61 3 9473 2118 ( outside Australia)

by not later than 10.00 am (Sydney time) on 13 May 2009.

By Order of the Board

Dated: 1 April 2009

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Ashok Jairath Company Secretary Probiomics Limited ACN 084 464 193

PROBIOMICS LIMITED ACN 084 464 193

EXPLANATORY MEMORANDUM

TO THE NOTICE OF THE GENERAL MEETING TO BE HELD AT 10.00 AM (SYDNEY TIME) ON FRIDAY, 15 MAY 2009

This Explanatory Memorandum has been prepared to assist shareholders to understand the business to be put to shareholders at the general meeting to be held on Friday, 15 May 2009.

Ordinary Resolutions

1. APPROVAL TO AMEND THE TERM OF THE CONVERTIBLE NOTE DEED.

Background

Under The Deed of Convertible Note, the conversion price is set at $ 0.04 per share. The Company and the Note Holders have agreed in writing to alter the conversion price from $0.04 per share to $0.01 per share subject to this resolution being passed.

Purpose of the resolution

The purpose of this resolution is to obtain shareholder approval to amend the conversion price from $ 0.04 per share to $ 0.01 per share in accordance with clause 4 and 6 of the Convertible Note Deed. The Note Holders have agreed in writing to this amendment. This is a good outcome for both the Note Holders and Company due to the following reasons:

• a) The Company’s shares have been trading at $ 0.005 for the past three months. It will be very difficult in the current economic environment for the Company to source sufficient funds to not only meet its working capital needs but also pay out the Note Holders. The Note Holders have agreed, subject to the conversion price being reduced from $0.04 per share to $0.01 per share, to convert their Notes rather than require repayment of them on the maturity date.

• b) By converting the Convertible Notes to equity, the Company is able reduce its liabilities on the balance sheet and use all funds raised in the future for developing its business.

2. CONVERSION OF CONVERTIBLE NOTES

Background

The Company has issued convertible notes for an amount of $ 500,000 with an interest rate of 10% per annum ( Convertible Notes )

ASX Listing Rules

Under Chapter 7 of the Listing Rules, there are limitations on the capacity of a company to enlarge its capital base by the issue of equity securities in any 12 months period. The limitation is that not more than 15% of its issued capital may be issued in any 12 month period.

The Convertible Notes, the subject of this resolution, if converted to shares would result in this limit being exceeded.

The purpose of this resolution is to meet the requirement of Rule 7.1 of the Listing Rules that an issue of securities can exceed the 15% threshold if the issue receives the approval of holders of ordinary securities in the Company by ordinary resolution.

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

• a) The amount of funds raised by the Convertible Notes was $ 500,000. A Convertible Note will convert into the number of fully paid ordinary shares calculated by dividing that part of the amount provided as an advance pursuant to the Convertible Note by $ 0.01. Up to 50,000,000 Shares may be issued within 30 days if the resolution is approved.

• b) The Convertible Notes were issued to sophisticated and professional investors as defined in section 708(8) of the Corporations Act and therefore no disclosure document was needed. The Convertible Notes were issued to parties set out below:

Mambat Pty Ltd	$ 75,000
Symington Pty Ltd	$ 75,000
McKell Place Nominees Pty Ltd	$ 50,000
Mineral & Chemical Traders	$ 25,000
Superannuation Fund
Woodhurst Pty Ltd	$ 25,000
Nutsville Pty Ltd	$ 200,000
John & Rosemary Manusu	$ 25,000

None of these parties are related parties of the Company.

• c) the terms of the Convertible Notes are outlined in Annexure A to this notice;

• d) if the resolution to approve the conversion of the Convertible Notes to shares is not successful, the Convertible Notes are repayable by the Company on the date of maturity or such earlier date as the Company may elect;

• e) An amount of $ 500,000 was raised from the issue of the Convertible Notes. These funds were applied to the repayment of debt and for working capital; and

• f) Under the Convertible Note Deed, the conversion price was set at $ 0.04 per ordinary share. However, in view of the current economic conditions and the fact that the Company’s shares are presently trading at $ 0.005 cents per share, majority of Convertible Note holders have agreed to convert their Notes into shares provided that the conversion price is reduced from $0.04 cents per share to $0.01 per share.

Annexure A

Convertible Note Terms and Conditions

Issuer:	Probiomics Limited
Total Value of Notes Issued	$ 500,000
Interest:	10% pa fixed, paid in arrears every quarter
Maturity Date:	Originally 1 year from the date of issue but this
	was extended by another year with the
	agreement of all the note holders. On maturity
	Company will repay to the Convertible Note
	Holders the face value, upon such occurrence
	Convertible Notes will be cancelled.
Conversion:	Upon conversion a Convertible Note will convert
	into the number of fully ordinary fully paid
	shares calculated by dividing the that part of the
	amount provided as an advance pursuant to the
	Convertible note divided by the Conversion
	Price and all such shares will rank parri passu in
	all respects with the existing ordinary shares in
	the Company
Conversion Price:	$0.01. Original conversion price $0.04 cent but
	this has been revised due to current economic
	conditions and the Company’s Shares presently
	trading at $0.005.
Information Rights	Convertible Note holder will receive copies of all
	information which the Company sends to its
	shareholders
Voting Rights and Participation	The Convertible Notes are non-voting and do
Rights	not carry any entitlements to participate in any
	rights issue, return of capital, bonus issue or
	capital reconstruction. The conversion rights
	may be adjusted in the case of a capital return,
	bonus issue or capital reconstruction.
Security	The Convertible Notes are unsecured.
ASX	The Convertible Notes are not quoted. Upon
	Conversion of a Convertible Note the Company
	will apply for the quotation of the shares issued
	pursuant to the Conversion.
No Approval Obtained	If approval from shareholders for conversion of
	the Convertible Notes to ordinary shares is not
	obtained the notes are repayable on maturity or
	such earlier date as the Company elects.

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