Med BioGene Inc.
TSX VENTURE : MBI

Med BioGene Inc.

August 06, 2014 15:42 ET

Med BioGene Announces Director Nominations and Postponement of Annual and Special Meeting

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug. 6, 2014) - Med BioGene Inc. (TSX VENTURE:MBI) today announced that a shareholder has submitted nominations pursuant to MBI's Advance Notice Policy for the election of directors at MBI's upcoming annual and special meeting originally scheduled to be held on August 22, 2014 (the "Meeting"), and that MBI has postponed the Meeting to for two weeks, to September 5, 2014.

Dissident Shareholders Nominate Directors

MBI informs its shareholders that, pursuant to MBI's Advance Notice Policy, a shareholder, Iain Weir-Jones, has submitted a notice of intention to replace the current board of directors and nominate the following individuals for election as directors of MBI at the Meeting: Iain Weir-Jones, Toby Weir-Jones, David Diebolt, Terance Friedlander and Ibrahim Ghobrial.

According to the notice provided to MBI, Iain Weir-Jones holds approximately 5% of the shares of MBI and the remaining nominees in total hold approximately 0.1% of the common shares of MBI.

Iain Weir-Jones was one of the dissident shareholders who, in June 2013, filed a petition against MBI in the British Columbia Supreme Court making claims against MBI relating to, among other things, the adoption of the Advance Notice Policy in advance of the annual and special meeting of MBI held in May 2013 and MBI's subsequent rejection, for failure to comply with the requirements of the Advance Notice Policy, of a notice of intention submitted to MBI by Iain Weir-Jones to nominate himself and another person at the meeting for election as directors of MBI.

The petition was discontinued by Ian Weir-Jones and the other petitioners in August 2013.

Dissident Shareholders Have NOT Provided a Plan to Maximize Shareholder Value

Following MBI's receipt of the dissident's notice described above, which provides basic biographical and other information relating to the proposed nominees, MBI contacted Iain Weir-Jones requesting further information regarding the dissidents' plan for maximizing shareholder value in MBI.

MBI expected the dissidents to file a dissident proxy circular and to provide to shareholders detailed information relating to their plans to maximize shareholder value in order to allow shareholders to make an informed decision at the Meeting in respect of the election of directors.

The dissident shareholders have not filed a dissident proxy circular, nor have they provided to shareholders any information regarding their plan to maximize shareholder value.

The Board of Directors of MBI Recommends Shareholders Vote FOR Management's Nominees

In 2011, Precision Therapeutics, Inc. and MBI closed their commercialization agreement which provides to Precision exclusive global rights to develop and commercialize GeneFx® Lung. MBI is currently focused on managing the license and rights to GeneFx Lung.

MBI believes it is important that the skill sets of its directors complement each other and that the board functions cohesively to manage the partnership with Precision and work to guide GeneFx Lung to a successful launch and commercialization.

The directors of MBI have carefully considered the needs of the company in selecting the best candidates to act as directors. Because of their wide-ranging experience and expertise in the operation and financing of public companies, commercialization of first-in-class diagnostics, managing of partnerships and corporate governance in the molecular diagnostic and biotechnology industries, the team proposed by MBI provides an optimal balance.

Erinn Broshko, MBI's Executive Chairman commented: "In light of the minimal information provided by the dissident shareholders, they do not appear to possess sufficient experience in many of the relevant areas necessary for MBI's success, including public company operations and financings, commercialization of molecular diagnostics and management of biotechnology partnerships. Moreover, the dissident shareholders have not provided to shareholders any plan for maximizing shareholder value and a complete replacement of the board with the nominees proposed by the dissident shareholders could have catastrophic results for the company. In the strongest terms, we recommend that shareholders re-elect the directors of the company."

MBI has filed under the company's profile on SEDAR at www.sedar.com the notice submitted to the company by Iain Weir-Jones. MBI has also mailed to shareholders in accordance with law the Notice of Meeting, Information Circular, which contains biographical and other information about management's nominees, and form of proxy relating to the Meeting, all of which can also be found on SEDAR.

The board of directors of MBI recommends that shareholders VOTE IN FAVOUR OF MANAGEMENT'S NOMINEES and not for the dissident shareholders.

Meeting Postponed to September 5, 2014 so Shareholders can Make an Informed Decision

In light of the fact that the dissident shareholders have not filed a dissident proxy circular nor provided to shareholders any information regarding their plan to maximize shareholder value, it will be incumbent upon shareholders to undertake the required due diligence, to the extent possible, to make their best judgment in respect of the election of directors.

To allow shareholders adequate time to make an informed judgment, MBI believes that it is in the best interests of all shareholders to postpone the Meeting for two weeks to September 5, 2014.

As a result, the Meeting is postponed and will now be held as follows:

Date: September 5, 2014
Time: 10:00 a.m. Vancouver Time
Place: Terminal City Club, 837 West Hastings Street, Vancouver, British Columbia

Whether or not shareholders plan to attend the Meeting, the board of directors of MBI urges shareholders to VOTE IN FAVOUR OF MANAGEMENT'S NOMINEES and complete and return the paper proxy that has been mailed to them, or vote by proxy over the Internet or on the telephone, as instructed in the form of proxy.

To be effective, proxies must be received by MBI's registrar and transfer agent, Computershare Investor Services Inc., no later than September 3, 2014 at 10:00 a.m. (Pacific Time) or, if the Meeting is adjourned or further postponed, no later than 10:00 a.m. (Pacific Time) on the second-last business day prior to the date on which the Meeting is adjourned or further postponed. Proxies received by Computershare after this time will not be accepted; however, the Chairman may determine, in his sole discretion, to accept a proxy that is delivered in person to the Chairman at the Meeting as to any matter in respect of which a vote has not already been cast.

About Med BioGene Inc.

MBI is a life science company based in Vancouver, British Columbia that is currently focused on managing the license and rights to GeneFx Lung. MBI's common shares are listed for trading on the TSX Venture Exchange. For more information, please visit www.medbiogene.com.

About GeneFx Lung

GeneFx Lung is a proprietary gene expression-based test to improve upon staging for identifying those patients with early-stage non-small-cell lung cancer (NSCLC) who, following surgical removal of their tumor, are at higher and lower risks of mortality. In an initial study of patient specimens from the National Cancer Institute of Canada Clinical Trials Group JBR.10 trial, published in the Journal of Clinical Oncology, patients classified by GeneFx Lung as high risk benefited from adjuvant chemotherapy, and those classified as low risk did not benefit and may have experienced a detrimental effect from adjuvant chemotherapy. In the same study, GeneFx Lung was validated in predicting patient mortality in four independent studies involving data from tumor specimens totaling 375 untreated early-stage NSCLC patients. As published in the Journal of Thoracic Oncology, GeneFx Lung was also independently validated in a prospective and blinded manner in predicting patient mortality in a study of 181 specimens from untreated NSCLC patients. GeneFx Lung is expected to provide better-informed and personalized treatment decisions to assist in the selection of patients for adjuvant chemotherapy.

About Precision Therapeutics

Precision Therapeutics, a leading life science company based in Pittsburgh, Pennsylvania, is dedicated to improving the outcomes of cancer patients by providing personalized medicine solutions that aim to increase quality of life and cancer survival rates. Precision offers a portfolio of products developed to help guide physicians and patients with difficult clinical decisions throughout the continuum of cancer care.

Precision currently markets a number of tests through its CLIA-certified laboratory, including ChemoFx®, BioSpeciFx® and GeneFx® Colon.

For more information on Precision, please visit www.precisiontherapeutics.com.

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

Certain information in this press release contains forward-looking information and statements ("forward-looking information") of MBI under applicable Canadian and United States legislation. Words such as "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "would" and similar expressions are intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Forward looking information includes, but is not limited to, that with respect to the timing, completion and/or results of clinical trials or studies, the timing for commercialization of any products, future profits, future product revenues, future shareholder value, future operations and plans, the completion and use of proceeds from transactions or financings and the prospects for negotiating partnerships or collaborations and their timing. This forward-looking information is only a prediction based upon MBI's current expectations, and actual events or results may differ materially. MBI may not actually achieve the plans, intentions or expectations disclosed in its forward-looking information. Forward-looking information is subject to known and unknown risks and uncertainties and is based upon uncertain assumptions that could cause MBI's actual results and the timing of events to differ materially from those anticipated in such forward-looking information. You are cautioned not to place undue reliance on this forward-looking information, which speak only as of the date of this press release. MBI's forward-looking information does not reflect the potential impact of any future partnerships, collaborations, acquisitions, mergers, dispositions, joint ventures or investments that MBI may make. All forward-looking information herein is qualified in its entirety by this cautionary statement and MBI undertakes no obligation to revise or update any such forward-looking information as a result of new information, future events or otherwise after the date of this press release, other than as required by applicable law. Certain information included in this press release in respect of Precision and its scientific, clinical and/ or commercialization efforts and expectations have been provided to MBI by Precision. MBI may not have been able to confirm the accuracy of such information and you should not place undue reliance on any such information, including any information regarding Precision that may constitute forward-looking information. A redacted copy of the commercialization agreement between MBI and Precision may be found at www.sedar.com. Each trademark, trade name or service mark of any entity appearing in this press release belongs to its holder.

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