Med BioGene Inc.
TSX VENTURE : MBI

Med BioGene Inc.

November 16, 2009 08:30 ET

Med BioGene Announces Proposed U.S. IPO, NASDAQ Listing and Interim Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 16, 2009) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR TO UNITED STATES PERSONS OR FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES

Med BioGene Inc. (TSX VENTURE:MBI) today announced that it has engaged Rodman & Renshaw, LLC to act as lead underwriter in connection with MBI's proposed initial public offering of common shares in the United States (the "U.S. IPO") and concurrent listing of its common shares on The NASDAQ Capital Market. MBI intends to file as soon as possible with the United States Securities and Exchange Commission a registration statement in respect of the U.S. IPO. Listing of the common shares on The NASDAQ Capital Market will be subject to MBI fulfilling all applicable listing requirements.

MBI expects to use the proceeds of the U.S. IPO for the development and commercialization of LungExpress Dx(TM) and for general corporate purposes.

LungExpress Dx(TM) is a proprietary 15-gene expression-based assay for early-stage non-small-cell lung cancer that classifies patients into high and low risk prognostic groups based upon the molecular profile of a particular patient's tumour. The assay is expected to be used in conjunction with existing clinical parameters to provide additional independent clinical value beyond standard measures of risk.

Interim Private Placement

MBI also today announced an interim non-brokered private placement (the "Private Placement") of a maximum of $2.5 million of units.

Each unit will be issued at a price of $0.14, being the closing price of MBI's common shares on the TSX Venture Exchange on November 12, 2009, and will consist of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant will entitle the holder to purchase one common share at a price of $0.20 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 is greater than $0.30 for twenty or more consecutive trading days.

The Private Placement offering will be made to investors in Canada, and to investors in the United States on a private placement basis only under Regulation D, or under another available exemption from registration under the United States Securities Act of 1933, as amended, and to investors resident in jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or similar document is required to be filed in such foreign jurisdiction.

MBI expects to use the proceeds from the Private Placement for the development and commercialization of LungExpress Dx(TM) and for general corporate purposes, including payment of certain expenses associated with the U.S. IPO.

The securities issued pursuant to the Private Placement will be subject to a four-month hold period from the date of closing.

MBI will pay a 7% selling commission and compensation options to acquire that number of MBI common shares equal to 7% of the units sold pursuant to the Private Placement.

The U.S. IPO and Private Placement are subject to certain customary conditions and regulatory approvals, including the approval of the TSX Venture Exchange and, in connection with the MBI's proposed listing application in connection with the U.S. IPO, the approval of NASDAQ.

About Med BioGene

MBI is a life science company focused on the development and commercialization of genomic-based personalized clinical laboratory diagnostic tests. MBI is committed to advancing personalized medicine by commercializing tests that provide clinically relevant information to improve patient treatment and reduce health care costs. For more information, please visit www.medbiogene.com.

About Rodman & Renshaw

Rodman & Renshaw is a full-service investment bank headquartered in New York City dedicated to providing corporate finance, strategic advisory and related services to public and private companies across multiple sectors and regions. Rodman has been ranked the #1 Placement Agent in terms of the aggregate number of PIPE (private investment in public equity) and RD (registered direct offering) financing transactions completed every year since 2005 and 2009 year-to-date. Life sciences has long been a core vertical for Rodman and, since 2003, Rodman has completed over 230 transactions and raised over $3.7 billion for life science companies. For more information, please visit www.rodm.com.

Certain statements in this press release contain forward-looking information and statements ("forward-looking statements") under applicable Canadian and United States securities legislation. Words such as "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward looking statements include, but are not limited to, those with respect to: the U.S IPO; the Private Placement; the listing of common shares on The NASDAQ Capital Market; future operations and plans; and the use of proceeds from the U.S IPO and / or Private Placement. These forward-looking statements are 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 the forward-looking statements. Forward-looking statements are subject to known and unknown risks and uncertainties and are based upon uncertain assumptions that could cause MBI's actual results and the timing of events to differ materially from those anticipated in such forward-looking statements. These risks and uncertainties include, but are not limited to: the successful and timely completion of MBI's ongoing development and validation studies of its product candidates, including LungExpress Dx(TM); market and clinical acceptance and commercialization of MBI's product candidates, including LungExpress Dx(TM); the clinical application and adoption of genomics; MBI's lack of product revenues and history of operating losses; the ownership, date of invention, validity or enforceability of MBI's intellectual property; MBI's ability to achieve its growth strategy; MBI's ability to attract and retain high-quality personnel; the uncertainties of market factors and regulatory processes to which MBI's business is subject; market conditions for capital raising; MBI's ability to obtain the capital required to fund the development, validation and commercialization of its product candidates, including LungExpress Dx(TM); the closing of the U.S. IPO and / or Private Placement; and satisfaction of the applicable NASDAQ Capital Market listing requirements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. MBI's forward-looking statements do not reflect the potential impact of any future partnerships, collaborations, acquisitions, mergers, dispositions, joint ventures or investments that MBI may make. All forward-looking statements are qualified in their entirety by this cautionary statement and MBI undertakes no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise after the date of this press release, other than as required by applicable law.

This press release is intended for distribution outside the United States only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities being offered have not been, nor in the case of the Private Placement will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, United States persons absent United States registration or an applicable exemption from the United States registration requirements. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities of MBI in the United States.

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

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