Forbes Medi-Tech Inc.
OTC Bulletin Board : FMTI

February 26, 2008 21:30 ET

Forbes Medi-Tech Establishes Exchange Ratio for Corporate Reorganization

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 26, 2008) - Forbes Medi-Tech Inc. (TSX:FMI)(NASDAQ:FMTI) ("Forbes" or the "Company") today announced that its Board of Directors has set the share exchange ratio for the Company's corporate reorganization, which is to proceed by way of a plan of arrangement (the "Arrangement"), at eight existing common shares of Forbes for one new common share.

The Arrangement was approved by shareholders, optionholders and warrantholders of Forbes at a special meeting held on February 14, 2008 and by the Supreme Court of British Columbia on February 15, 2008.

The reorganization is currently expected to close on Wednesday, February 27, 2008. Upon closing of the reorganization:

- shareholders of the Company will exchange eight of their existing common shares for one common share of 0813361 BC Ltd. ("Newco"), a company incorporated under the British Columbia Business Corporations Act;

- holders of options and warrants of the Company will be entitled to receive, on exercise of the options or warrants, one common share of Newco for each eight common shares of the Company. The exercise price for each common share of Newco will be eight times the exercise price for one existing common share of the Company;

- as a result of the exchange of shares referred to above, the Company will become a wholly owned subsidiary of Newco and shareholders, optionholders and warrantholders will become shareholders, optionholders and warrantholders of Newco; and

- Forbes Medi-Tech Inc. will change its name from "Forbes Medi-Tech Inc." to "Forbes Medi-Tech Operations Inc." and 0813361 B.C. Ltd. will change its name from "0813361 B.C. Ltd." to "Forbes Medi-Tech Inc.".

It is expected that the shares of the new Forbes Medi-Tech will trade on the TSX and NASDAQ in substitution for the existing shares of Forbes on Monday, March 3, 2008. The Company expects to meet with the NASDAQ Listing Qualifications Panel in late March to review the Company's ongoing listing status.

"We are pleased that this reorganization has been heavily supported by our shareholders, and believe that it will be fundamental to maintaining our NASDAQ listing," said Charles Butt.

The Arrangement will affect all shareholders, optionholders and warrantholders uniformly and will not affect any securityholders' existing percentage ownership interests or proportionate voting power in the Company or the existing percentage of the number of common shares of 0813361 B.C. Ltd. that can be acquired upon the exercise of an option or a warrant.

After giving effect to the reorganization, there will be approximately 4,801,512 issued and outstanding common shares of Forbes Medi-Tech Inc., warrants to purchase 259,083 common shares of Forbes Medi-Tech Inc. at a price of US$16.48 per share and options to purchase a total of 363,296 common shares of Forbes Medi-Tech Inc. at prices between $4.24 and $8.00 per share.

About Forbes Medi-Tech Inc.

Forbes Medi-Tech Inc. is a life sciences company dedicated to the research, development and commercialization of innovative products for the prevention and treatment of life-threatening disease. Our strategy and vision is to develop and market a portfolio of products for the benefit of all consumers, from the healthy person desiring consumer lifestyle products that can help reduce the risk of future disease, to medical patients needing therapeutic prescription products for the treatment of an established ailment. Additional information on Forbes Medi-Tech can be found at www.forbesmedi.com.

This News Release contains forward-looking statements and information regarding Forbes' Plan of Arrangement and reorganization, share exchange ratio, continued listing on Nasdaq, strategy and vision, and other information related to future periods. Forward-looking statements and information can be identified by the use of forward-looking terminology such as "expects", "which is to proceed", "will", "upon closing", "that can", "strategy", "vision", or comparable terminology referring to future events or results. Forward-looking statements and information are statements and information about the future and are inherently uncertain. The Company's actual achievements and other results and occurrences could differ materially from those anticipated in these forward-looking statements and information due to a variety of risks, uncertainties and other factors, including, without limitation, uncertainty whether the reorganization will close, and the new Forbes shares will commence trading, as anticipated or at all; uncertainty whether Forbes will regain compliance with Nasdaq's minimum bid price listing standard; uncertainty about the timing and outcome of the hearing with the Nasdaq Listing Qualifications Panel, which may result in the Company's or new Forbes' loss of its Nasdaq listing; uncertainty whether the Company or new Forbes will be able to continue to maintain either its TSX or its Nasdaq listing; the need for additional funding, which may not be available in a timely manner or at all; the risk of unanticipated costs or expenses; uncertainty whether the Company will realize is strategies and vision; changes in business strategy or development plans; as well as a description of other risks and uncertainties affecting the Company and its business, as contained in news releases and filings with the United States Securities and Exchange Commission and Canadian Securities Regulatory Authorities, any of which could cause actual results to vary materially from current results or the Company's anticipated future results. Forward-looking statements and information are based on the assumptions, beliefs, opinions and expectations of the Company's management at the time they are made, and, except as required by applicable law the Company does not assume any obligation to update its forward-looking statements or information if those assumptions, beliefs, opinions or expectations or other circumstances should change.

NASDAQ and the Toronto Stock Exchange have not reviewed and do not accept responsibility for the adequacy or accuracy of the content of this News Release.

Contact Information