Bioxel Pharma Inc.
TSX VENTURE : BIP

Bioxel Pharma Inc.

September 04, 2007 16:44 ET

Bioxel Revises Financing with Offer of Convertible Debentures

SAINTE-FOY, QUEBEC--(Marketwire - Sept. 4, 2007) - THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Bioxel Pharma Inc. (TSX VENTURE:BIP) a leading manufacturer of taxane active pharmaceutical ingredients (APIs) and developer of targeted oncology drugs, announced today that it has revised its initial financing plan to issue units under a short form prospectus that was filed with the securities authorities of Alberta, British Columbia, Ontario and Quebec, on July 6, 2007. Due to the recent market conditions, the Corporation has decided to enter into an agreement to offer 10% Convertible Unsecured Debentures due in 2014. The offering will be for a minimum of $5,000,000 and a maximum of $8,000,000 aggregate principal amount, and will be subject to the consent of the TSX Venture Exchange pursuant to applicable policies regarding the issuance of shares in payment of interest. The Corporation will have the option to pay such interest by delivering Common Shares.

Each Debenture will be convertible into Common Shares at the option of the holder at any time prior to maturity at a conversion price of $0.16 per Common Share during the first two years from the date of issuance. For each subsequent year, the conversion price will be at least 10% higher than the conversion price in the preceding year. As of May 1, 2009, the Debentures will be redeemable by the Corporation, subject to the fulfillment of certain conditions. On maturity, holders of Debentures may, at their option, elect to receive payment of the principal amount of the Debentures together with the accrued interest in the form of Common Shares. This offering is being made by way of a private placement on a best efforts basis.

The closing of this offering is anticipated to occur in September 2007.

Paradigm Capital Inc. is the lead agent for the offering. Laurentian Bank Securities Inc. is part of the syndicate.

The net proceeds of the offering will be primarily used to fund commercialization, product development of new taxane ingredients including docetaxel and working capital.

The transaction is subject to the receipt of all necessary regulatory and stock exchange approvals.

The securities being offered have not, nor 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, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

FORWARD-LOOKING STATEMENTS

Some of the statements made herein may constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause Bioxel's actual results, performance or achievements to be materially different from those expected or implied by any of Bioxel's statements. Actual events or results may differ materially. Bioxel disclaims any intention, and assumes no obligation, to update these forward looking statements.

ABOUT BIOXEL PHARMA

Bioxel is an emerging leader in biopharmaceuticals, focused on developing, manufacturing and marketing taxane pharmaceutical ingredients. Taxanes are used in drug products for the treatment of cancer and other diseases, including psoriasis, rheumatoid arthritis, Alzheimer's disease and cardiovascular disease. Bioxel sells cGMP paclitaxel and develops a portfolio of other generic taxane APIs and taxane-based proprietary products for improved cancer therapy.

The TSX Venture Exchange has not reviewed the contents of this press release and accepts no responsibility for the adequacy or the accuracy thereof.

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