Kane Biotech Inc.

Kane Biotech Inc.

June 29, 2016 16:30 ET

Kane Biotech Announces Closing of Private Placement Offering and Issuance of Common Shares in Payment of Outstanding Interest

WINNIPEG, MANITOBA--(Marketwired - June 29, 2016) - Kane Biotech Inc. (TSX VENTURE:KNE) (the "Corporation" or "Kane Biotech") today announced that the Corporation has closed its previously announced private placement offering (the "Offering") of common shares ("Common Shares") at a price of $0.03 per Common Share. At the closing, the Corporation issued 22,018,158 Common Shares for aggregate gross proceeds of $660,544.74.

The net proceeds of the Offering will be used for development and marketing of the Corporation's technologies and products and for general working capital. The Common Shares issued pursuant to the Offering will be restricted from transfer for a period of four months and a day from the date hereof in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the "Exchange").

"Kane Biotech is pleased to close its private placement and welcomes new shareholders from the United States and Canada", said Mark Ahrens-Townsend, President & CEO. "In combination with our recently completed rights offering the Corporation has raised over $3 million to fund its strategic plan. We thank all shareholders for their support and look forward with excitement to continued commercialization of our intellectual property and products."

Due to the fact that the Common Shares issued pursuant to the Offering were issued at a price lower than $0.05 per share, the Corporation was required to obtain a waiver from the Exchange to proceed with the Offering. In order to obtain the waiver from the Exchange, the Corporation has agreed to seek the approval of its shareholders for a consolidation of the Common Shares on a five to one basis (the "Consolidation") within six months of the closing of the Offering. The Corporation is confident that it will receive shareholder approval for the Consolidation as it has received undertakings from holders of more than 50% of its issued and outstanding Common Shares, including holders of the Common Shares issued pursuant to the Offering, that they will support the Consolidation. If the Corporation is successful in obtaining shareholder approval for the Consolidation, it will immediately proceed with the Consolidation.

The closing of the Offering remains subject to the final approval of the Exchange.

In addition, the Corporation announced today that it has issued 254,369 Common Shares in payment of $12,718.45 in interest owing on the Corporation's $500,000 2 year 10% convertible redeemable unsecured note (the "Note") as at June 18, 2016. Pursuant to the terms of the Note, the Corporation has the option to issue Common Shares in lieu of cash in payment of interest on the Note at a deemed price per share equal to the market price of the Common Shares on the applicable interest payment date, subject to a minimum price of $0.05 per share and the approval of the Corporation. The approval of the Exchange for the issuance of the Common Shares was obtained by the Corporation on June 24, 2016. The Common Shares issued by the Corporation are restricted from transfer for a period of four months from the date of issuance in accordance with applicable securities laws and Exchange policies.

The holder of the Note is Philip Renaud, a director and the Chairman of the Corporation. As Mr. Renaud is a director and Chairman of the Corporation, the issuance of the Common Shares to Mr. Renaud in payment of interest owing to him is considered to be a "related party transaction" for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). In accordance with MI 61-101, the Corporation is not required to obtain a formal valuation or minority approval of the transaction due to the fact that it may rely on an exemption to those requirements contained in MI 61-101, namely that the fair market value of the transaction is not more than 25% of the market capitalization of the Corporation.

About Kane Biotech Inc.

Kane Biotech is a biotechnology company engaged in the research, development and commercialization of technologies and products that prevent and remove microbial biofilms. Biofilms develop when bacteria and other microorganisms form a protective matrix that acts as a shield against attack. When in a biofilm, bacteria become highly resistant to antibiotics, antimicrobials, biocides, disinfectants, high temperatures and host immune responses. This resiliency contributes to numerous human and animal health related problems such as wound care infections, recurrent urinary tract infections, tooth decay, medical device associated and hospital-acquired infections, and foodborne bacterial infections. According to the United States National Institutes of Health biofilms are estimated to be responsible for 80% of all human bacterial infections and cost individuals, industry, governments and hospitals billions of dollars each year. As such, there is significant interest in safe and effective products that can combat the biofilm problem.

Kane Biotech uses patent protected technologies based on molecular mechanisms of biofilm formation and methods for finding compounds that inhibit or disrupt biofilms. The Corporation has evidence that these technologies have the potential to significantly improve the ability to prevent and/or destroy biofilms in several medical and industrial applications.

Kane Biotech has a portfolio of biotechnologies, intellectual property (patents, patents pending and trademarks) and products developed by the Company's own biofilm research expertise and acquired from leading research institutions. StrixNB™, DispersinB®, Aledex®, bluestem™, AloSera™, coactiv+™ and Kane® are trademarks of Kane Biotech Inc. The Company is listed on the TSX Venture Exchange under the symbol "KNE"

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

Caution Regarding Forward-Looking Information

Certain statements contained in this press release constitute forward-looking information within the meaning of applicable Canadian provincial securities legislation (collectively, "forward-looking statements"). These forward-looking statements relate to, among other things, our objectives, goals, targets, strategies, intentions, plans, beliefs, estimates and outlook, including, without limitation, our anticipated future operating results, and can, in some cases, be identified by the use of words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

These statements reflect management's current beliefs and are based on information currently available to management. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things: the Corporation's early stage of development, lack of product revenues and history of operating losses, uncertainties related to clinical trials and product development, rapid technological change, uncertainties related to forecasts, competition, potential product liability, additional financing requirements and access to capital, unproven markets, supply of raw materials, income tax matters, management of growth, partnerships for development and commercialization of technology, effects of insurers' willingness to pay for products, system failures, dependence on key personnel, foreign currency risk, risks related to regulatory matters and risks related to intellectual property and other risks detailed from time to time in the Corporation's filings with Canadian securities regulatory authorities, as well as the Corporation's ability to anticipate and manage the risks associated with the foregoing. The Corporation cautions that the foregoing list of important factors that may affect future results is not exhaustive. When relying on the Corporation's forward-looking statements to make decisions with respect to the Corporation's, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.

These risks and uncertainties should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Corporation cannot provide assurance that actual results will be consistent with these forward-looking statements. The Corporation undertakes no obligation to update or revise any forward-looking statement.

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