Foccini International Inc.
TSX VENTURE : FOI

June 24, 2009 14:00 ET

Foccini, University of Calgary and Arch Biotech Sign Term Sheet

TORONTO, ONTARIO--(Marketwire - June 24, 2009) - Foccini International Inc. ("Foccini" or the "Company")(TSX VENTURE:FOI) announces that it has signed a term sheet with the University of Calgary (the "University") and Arch Biotech Inc. ("Arch"), providing for the basic terms of a future equity and overhead agreement between the parties (the "Term Sheet").

The execution of a definitive agreement is conditional on Foccini's exercise of its option to purchase all of the issued and outstanding common shares of Arch (the "Option"). The terms of the Option are more particularly described in Foccini's press release dated May 6, 2009.

Pursuant to the Term Sheet, the University will exchange its revenue sharing rights in the intellectual property produced by the Arch research programs at the University of Calgary in exchange for an equity stake in Arch. The University and Arch will also enter into an overhead agreement to allow Arch scientists to continue using University labs and infrastructure to advance the Arch research programs.

In the event Foccini exercises its Option, Foccini has agreed to issue 1,576,000 common shares to the University in return for the University's equity stake in Arch. These shares will be issued at a deemed price of $0.20 per share for a total value of $315,200.

If Foccini exercises its Option such transaction will constitute a change of business pursuant to the policies of the TSX Venture Exchange (the "Exchange"), and at such time Foccini will file a change of business application with the Exchange and issue a comprehensive press release. Completion of the transactions described in this press release are subject to compliance with all necessary regulatory and other approvals and certain other terms and conditions, including, among other things, the approval of the Exchange.

About Arch Biotech

Arch is a private Ontario based company that has been established to acquire biomedical technology with commercial potential and oversee its development until it can be sold or licensed to suitable marketing partners.

Completion of the transactions described in this press release is subject to a number of conditions, including Exchange acceptance and shareholder approval. The transactions described herein cannot close until the required shareholder approval is obtained. There can be no assurance that the transactions described herein will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Foccini International Inc. should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Foccini currently has 27,321,179 common shares issued and outstanding.

For more information on Foccini, please consult the other public documents filed on SEDAR at www.sedar.com.

Forward-Looking Statements

All statements, other than statements of historical fact, in this news release are forward looking statements that involve various risks and uncertainties, including, without limitation, statements regarding the future plans and objectives of the Company. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. The Company assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this release.

Contact Information

  • Foccini International Inc.
    Richard Muruve
    Director
    (647) 428 7031