Berkeley Capital Corp. II
TSX VENTURE : BIZ.P

June 05, 2009 19:30 ET

Berkeley Capital Corp. II Completes Qualifying Transaction and Announces Distribution to Shareholders and Dissolution

TORONTO, ONTARIO--(Marketwire - June 5, 2009) - Berkeley Capital Corp. II ("Berkeley") (TSX VENTURE:BIZ.P), a capital pool company, is pleased to announce the completion today of its previously announced Qualifying Transaction with Med BioGene Inc. ("Med BioGene"), subject to receipt of final approval from the TSX Venture Exchange. Pursuant to the Qualifying Transaction, Berkeley completed a private placement investment into Med BioGene of all of its available cash reserves after payment of expenses related to the Qualifying Transaction, consisting of $620,600. The Company waived the condition to closing requiring that there be an aggregate of $650,000 in Med BioGene units included in the private placement, other than those being purchased by the Company. As of today, Med BioGene has closed on an aggregate of $1,233,879 of units in the private placement and has firm indications for additional investments, which together with the investments closed today, is expected to exceed the minimum $1,300,000. Med BioGene intends to complete the sale and issuance of such additional units of Med BioGene as promptly as possible.

The Qualifying Transaction remains subject to Berkeley filing final documentation with the TSX Venture Exchange.

The approval of a majority of the minority of the Berkeley shareholders for the Qualifying Transaction was obtained at the annual and special meeting of shareholders of Berkeley held today. In connection with the approval of the Qualifying Transaction, the shareholders of Berkeley also approved the reduction of stated capital and return of capital by Berkeley ratably among the shareholders according to their rights and interest in Berkeley and the voluntary dissolution of Berkeley.

Concurrently with the completion of the private placement investment into Med BioGene, Berkeley has distributed all of the securities underlying the units of Med BioGene purchased in the private placement to the shareholders of Berkeley of record as of May 11, 2009. As a result, each shareholder of record will receive from Med BioGene's transfer agent approximately 0.7052 of a common share of Med BioGene and approximately 0.3526 of a warrant for each common share of Berkeley held by them. Each whole warrant entitles the holder thereof to purchase one additional Med BioGene common share at a price of $0.10 for a period of 24 months from today. All such securities of Med BioGene are subject to a four-month hold period.

The common shares of Berkeley will remain halted pending final TSX Venture Exchange approval of the Qualifying Transaction and the issuance by the TSX Venture Exchange of a Final Exchange Bulletin. Upon final approval, Berkeley will be de-listed and dissolved and all outstanding equity rights in Berkeley will be cancelled. Any securities of Med BioGene distributed to shareholders of Berkeley whose Berkeley securities have been held in escrow will also be held in escrow under the same terms and conditions as such Berkeley securities.

Additional details regarding the Qualifying Transaction, return of capital to the shareholders and the dissolution are available in the management information circular of Berkeley dated May 11, 2009, which has been filed with the TSX Venture Exchange and is available on SEDAR at www.sedar.com.

Cautionary Note Regarding Forward-looking Statements

This news release contains forward-looking statements that involve risks and uncertainties that could cause the results of Berkeley to differ materially from management's current expectations. Actual results may differ materially due to a number of factors including, among others: the sale and issuance of additional Med BioGene units in the private placement, the timing of the return of capital to the shareholders and the dissolution of Berkeley. The matters discussed in this news release also involve risks and uncertainties described in Berkeley's documents filed from time to time with the Canadian securities regulatory authorities. Berkeley assumes no obligation to update the forward-looking information contained in this new release.

THE TSX VENTURE EXCHANGE INC. HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contact Information

  • Berkeley Capital Corp. II
    Kevin K. Rooney
    a director of Berkeley
    (415) 794-2472