Berkeley Capital Corp. II
TSX VENTURE : BIZ.P

June 02, 2009 17:38 ET

Berkeley Capital Corp. II Provides Update to Proposed Qualifying Transaction With Med BioGene Inc.

TORONTO, ONTARIO--(Marketwire - June 2, 2009) - Berkeley Capital Corp. II ("Berkeley"), a capital pool company listed on the TSX Venture Exchange Inc. ("TSX Venture Exchange") (TSX VENTURE:BIZ.P), today provided an update to its previously announced agreement with Med BioGene Inc. (TSX VENTURE:MBI) ("MBI") providing for its participation as the lead order in MBI's proposed private placement as Berkeley's Qualifying Transaction.

Under the agreement, Berkeley will invest all of its available cash reserves and subscribe for approximately $630,000 of units in MBI's private placement. Berkeley is holding on June 5, 2009 an annual and special meeting of its shareholders to approve, among other things, Berkeley's participation in the private placement. Following the completion of the private placement, Berkeley 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.

MBI today received conditional approval from the TSX Venture Exchange for its private placement; provided that the TSX Venture Exchange did not approve the net exercise or "cashless" exercise provision agreed to by Berkeley and MBI to be included in the proposed form of warrant underlying the units to be issued in the MBI private placement. MBI and Berkeley have made application to the TSX Venture Exchange for approval to include such a provision in the warrants; however, there are no assurances that such approval will be obtained or that the warrants issued will include such a provision.

Berkeley and MBI expect to close the private placement as soon as practicable following approval of the Qualifying Transaction by Berkeley shareholders at the June 5, 2009 annual and special meeting.

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.

Contact Information

  • Berkeley Capital Corp. II
    Kevin K. Rooney
    Director
    (415) 794-2472