Med BioGene Inc.
TSX VENTURE : MBI

Med BioGene Inc.

July 13, 2009 08:30 ET

Med BioGene Increases Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 13, 2009) - Med BioGene Inc. (TSX VENTURE:MBI) today announced that it has increased the amount to be raised under its recently announced non-brokered private placement. MBI and SEP Capital Corporation ("SEP"), a capital pool company listed on the TSX Venture Exchange (TSX VENTURE:SEP.P), have entered into an agreement whereby SEP will invest all of its available cash reserves and subscribe for units under the private placement. As of December 31, 2008, SEP had cash reserves of $475,979.

On April 22, 2009, MBI announced its intention to complete a private placement of between $1.3 and $1.6 million. On June 5 and 25, 2009, MBI completed the first and second tranches of the private placement through the issuance of 20 million units for gross proceeds of $1.6 million.

Investment by SEP Capital Corporation

The acquisition by SEP of units under the private placement is proposed to be SEP's Qualifying Transaction under the rules of the TSX Venture Exchange. SEP intends to hold as soon as possible a special meeting of its shareholders to approve, among other things, SEP's participation in the private placement. Following the completion of the private placement, SEP will undertake the necessary steps to allow it to distribute the common shares and warrants underlying the units pro rata to its shareholders and thereafter to be delisted from the TSX Venture Exchange and dissolved.

Each unit will have the same terms as those issued in the first two tranches of the private placement, being $0.08 per unit and consisting of one common share and one-half of one common share purchase warrant. Each whole warrant will entitle 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.

In consideration of SEP incurring certain expenses associated with completing the investment and its Qualifying Transaction, MBI has agreed to reimburse $10,000 of such expenses by issuing to SEP at closing an additional $10,000 of units, being 125,000 units. These units will be distributed by SEP to its shareholders along with the units acquired in the private placement.

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

Closing of the SEP investment is subject to customary conditions, including acceptance by the TSX Venture Exchange and SEP shareholder approval.

MBI will use the proceeds of the private placement for the development and commercialization of LungExpress Dx™ and for general corporate purposes.

Upon closing of the investment, MBI will pay to a third party a finder's fee of $12,500 and issue warrants to purchase 156,250 common shares (i.e. equal to $12,500 of common shares at $0.08 per share) on the same terms as the warrants underlying the units.

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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