Stem Cell Therapeutics Corp.
TSX VENTURE : SSS

Stem Cell Therapeutics Corp.

October 22, 2007 15:11 ET

Stem Cell Therapeutics Corp. Enters Into a Bought Deal Agreement for Gross Proceeds of $10.5 Million

CALGARY, ALBERTA--(Marketwire - Oct. 22, 2007) -

NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES

Stem Cell Therapeutics Corp. ("SCT") (TSX VENTURE:SSS) has today entered into an agreement with a syndicate of underwriters led by Dundee Securities Corporation and including Fraser Mackenzie Ltd., J.F. Mackie & Company Ltd., Loewen, Ondaatje, McCutcheon Ltd., and Research Capital Corporation (collectively, the 'Underwriters") under which the Underwriters have agreed to buy 30,000,000 Units ("Units") from SCT on a bought deal basis and sell them to the public at a price of $0.35 per Unit, subject to the fulfillment of certain conditions. Each Unit consists of a common share of SCT and one-half of a warrant, each whole warrant being exercisable to acquire an additional common share of SCT at a price of $0.50 per share for 30 months. SCT has granted the Underwriters an over-allotment option (the "Over-Allotment Option") to purchase up to an additional 15% of the Units issued to cover over-allotments and for market stabilization purposes for 30 days after closing of the Offer.

The maximum gross proceeds raised from the offering will be $12,075,000 should the Over-Allotment Option be fully exercised. The offering is subject to the approval of the TSX-Venture Exchange. Units will be offered in Canada by short form prospectus, and in such other jurisdictions, including the United States and Europe, where the Units can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements. The offering is expected to close on or about November 9, 2007.

"We are pleased that such a strong syndicate led, by Dundee Securities, has so clearly manifested its confidence in the potential of SCT's business model." said Dr. Alan Moore, President & CEO of SCT. "This financing will put us in a fully funded position to initiate and complete our Phase IIb NTx™-265 stroke trial in a timely manner and carry forward the development of our other programs for traumatic brain injury and multiple sclerosis to key milestones."

SCT intends to use the net proceeds of the offering mainly to fund and support the on-going clinical development of its Phase IIb stroke trial, NTx™-265. The balance will be allocated to fund other research and development programs, working capital and current corporate needs.

These securities have not been registered under the United States Securities Act of 1933, as amended, or the securities laws of any state, and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons unless an applicable exemption from U.S. registration requirements is available.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Stem Cell Therapeutics Corp.: Stem Cell Therapeutics Corp. is a Canadian public biotechnology company (TSX VENTURE:SSS) focused on the development and commercialization of drug-based therapies to treat central nervous system diseases. SCT is a leader in the development of therapies that utilize drugs to stimulate a patient's own resident stem cells. The company's programs aim to repair neurological function lost due to disease or injury. The company's extensive patent portfolio of owned and licensed intellectual property supports the potential expansion into future clinical programs in numerous neurological diseases.

These securities have not been registered under the United States Securities Act of 1933, as amended, or the securities laws of any state, and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons unless an applicable exemption from U.S. registration requirements is available.

Except for historical information, this press release may contain forward-looking statements, which reflect the Company's current expectation regarding future events. These forward-looking statements involve risk and uncertainties, which may cause but are not limited to, changing market conditions, the successful and timely completion of clinical studies, the establishment of corporate alliances, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process and other risks detailed from time to time in the Company's ongoing quarterly and annual reporting.

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

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