Med BioGene Inc.

Med BioGene Inc.

June 05, 2009 19:49 ET

Med BioGene Announces Closing of First Tranche of Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 5, 2009) -


Med BioGene Inc. (TSX VENTURE:MBI) today closed the first tranche of its previously announced non-brokered private placement through the issuance of 15,423,488 units for gross proceeds of $1,233,879. MBI expects to close the second and final tranche of its private placement later in June.

Each unit was issued at a price of $0.08 and consists of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase one common share at a price of $0.10 for a period of 24 months, subject to the acceleration by MBI of the expiration of the warrants if the closing price of the common shares on the TSX Venture Exchange is greater than $0.30 for twenty or more consecutive trading days.

Berkeley Capital Corp. II ("Berkeley"), a capital pool company (TSX VENTURE:BIZ.P), participated in the private placement as lead order. This investment is Berkeley's Qualifying Transaction under the rules of the TSX Venture Exchange. Berkeley purchased $620,600 of units, representing all of its available cash reserves after payment of expenses related to the Qualifying Transaction.

Concurrent with the closing of the private placement, MBI appointed Kevin K. Rooney, a current director of Berkeley, as a director of MBI. Mr. Rooney is a co-founding partner of Hayden Bergman Rooney, Professional Corporation, a corporate, securities and mergers and acquisitions boutique law firm in San Francisco that represents clients in the United States and Canada. Mr. Rooney heads the firm's public company practice. Prior to that, Mr. Rooney was a corporate and securities attorney at Wilson Sonsini Goodrich & Rosati, Professional Corporation, in Palo Alto, California, and Davies Ward Phillips & Vineberg LLP in Toronto. Mr. Rooney received a B.A.Sc. (Honours Co-op) in Mechanical Engineering from the University of Waterloo and an LL.B. from Dalhousie University Law School. Mr. Rooney is an Adjunct Professor at the University of San Francisco School of Law teaching Corporate Transactions and an Adjunct Professor at the University of California Berkeley HAAS School of Business co-teaching Business Law (MBA). Mr. Rooney is a member of the TSX Venture Exchange Toronto Local Advisory Board, the Law Society of Upper Canada and The State Bar of California.

The private placement is subject to customary conditions, including final acceptance by the TSX Venture Exchange. MBI will use the proceeds of the private placement for the development and commercialization of LungExpress Dx™ and for general corporate purposes.

Other than in respect of units issued to Berkeley and certain other investors and insiders of MBI, MBI paid a 7% selling commission and issued compensation options to acquire that number of MBI common shares equal to 7% of the units sold pursuant to the private placement.

About Med BioGene

MBI is a life science company focused on the development and commercialization of genomic-based personalized clinical laboratory diagnostic tests.

MBI's lead product, LungExpress Dx™, is expected to be the first commercially available gene expression-based test for early-stage non-small-cell lung cancer that analyzes the molecular profile of a patient's tumour to provide information to assist in tailoring treatment for that specific patient. LungExpress Dx™ is the first and only gene expression-based test for non-small-cell lung cancer shown to assist in determining a patient's benefit from chemotherapy and prognosis for survival.

MBI is committed to advancing personalized medicine by commercializing tests that provide clinically relevant information to both save lives and reduce health care costs.

Certain statements in this press release contain forward-looking information under applicable Canadian securities legislation. Words such as "anticipates", "believes", "estimates", "expects", "intends", "may", "plans", "projects", "will", "would" and similar expressions are intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Forward looking information includes, but is not limited to, that with respect to future profits, future product revenues, future operations and plans, the use of proceeds from financings, the timing of clinical trials and the completion date for clinical trials and the prospects for negotiating partnerships or collaborations and their timing. This forward-looking information is only a prediction based upon MBI's current expectations, and actual events or results may differ materially. MBI may not actually achieve the plans, intentions or expectations disclosed in its forward-looking information. Forward-looking information is subject to known and unknown risks and uncertainties and is based on uncertain assumptions that could cause MBI's actual results and the timing of events to differ materially from those anticipated in such forward-looking information. You are cautioned not to place undue reliance on this forward-looking information, which speaks only as of the date of this press release. MBI's forward-looking information does not reflect the potential impact of any future partnerships, collaborations, acquisitions, mergers, dispositions, joint ventures or investments that MBI may make. All forward-looking information is qualified in its entirety by this cautionary statement and MBI undertakes no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise after the date of this press release, other than as required by applicable law.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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