SOURCE: Living Cell Technologies

January 24, 2008 22:00 ET

Living Cell Technologies Announces Conversion by Noteholders

MELBOURNE, AUSTRALIA and AUCKLAND, NEW ZEALAND--(Marketwire - January 24, 2008) - Living Cell Technologies Limited (ASX: LCT) (PINKSHEETS: LVCLY) today announced that its convertible noteholders have agreed to convert all the convertible notes issued by LCT on June 29, 2006, into ordinary shares of LCT.

The noteholders are converting their repayment amount (principal and accrued interest) into ordinary shares at the 2006 stipulated price of A$0.175 per share. The notes have a face value of US$1.5 million. With accrued interest, the repayment amount is US$1,795,436. At an exchange rate of 0.865396, this equates to A$2,074,699 and will result in 11,855,422 shares being issued by LCT.

The conversion is subject to shareholder approval of the issuance of 24,150,408 shares at A$0.29 to Palmert Members Ltd, as announced on January 9, 2008 and the closing of that transaction. LCT intends to hold a shareholders meeting in early March 2008 to seek approval of this issue.

LCT and the noteholders have agreed that on satisfaction of the terms of the conversion conditions, all of the parties' past, current, and future claims directly or indirectly arising out of or relating to the convertible notes would be released and discharged.

Richard Justice, LCT's Chief Financial Officer, said, "The conversion of the promissory notes into ordinary shares, rather than acceptance of repayment, demonstrates growing confidence in LCT as a company."

About Living Cell Technologies:

Living Cell is developing cell-based products to treat life threatening human diseases. The Company owns a biocertified pig herd that it uses as a source of cells for treating diabetes and neurological disorders. For patients with Type 1 diabetes, the Company transplants microencapsulated islet cells so that near-normal blood glucose levels may be achieved without the need for administration of insulin or at significantly reduced levels. The company entered clinical trials for its diabetes product in 2007. For the treatment of Huntington's disease and other neurological disorders, the company transplants microencapsulated choroid plexus cells that deliver beneficial proteins and neurotrophic factors to the brain. Living Cell's technology enables healthy living cells to be injected into patients to replace or repair damaged tissue without requiring the use of immunosuppressive drugs to prevent rejection. Living Cell also offers medical-grade porcine-derived products for the repair and replacement of damaged tissues, as well as for research and other purposes.

LCT Disclaimer

This document contains certain forward-looking statements, relating to LCT's business, which can be identified by the use of forward-looking terminology such as "promising," "plans," "anticipated," "will," "project," "believe," "forecast," "expected," "estimated," "targeting," "aiming," "set to," "potential," "seeking to," "goal," "could provide," "intends," "is being developed," "could be," "on track," or similar expressions, or by express or implied discussions regarding potential filings or marketing approvals, or potential future sales of product candidates. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any future results, performance or achievements expressed or implied by such statements. There can be no assurance that any existing or future regulatory filings will satisfy the FDA's and other health authorities' requirements regarding any one or more product candidates nor can there be any assurance that such product candidates will be approved by any health authorities for sale in any market or that they will reach any particular level of sales. In particular, management's expectations regarding the approval and commercialization of the product candidates could be affected by, among other things, unexpected clinical trial results, including additional analysis of existing clinical data, and new clinical data; unexpected regulatory actions or delays, or government regulation generally; our ability to obtain or maintain patent or other proprietary intellectual property protection; competition in general; government, industry, and general public pricing pressures; and additional factors that involve significant risks and uncertainties about our products, product candidates, financial results and business prospects. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated or expected. LCT is providing this information as of January 25, 2008, and does not assume any obligation to update any forward-looking statements contained in this document as a result of new information, future events or developments or otherwise.