Med BioGene Inc.
TSX VENTURE : MBI

Med BioGene Inc.

July 07, 2008 15:34 ET

Med BioGene Announces Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 7, 2008) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Med BioGene Inc. (TSX VENTURE:MBI), a life science company focused on the development and commercialization of genomic-based diagnostic tests for cancer and cardiovascular disease, announces that it has filed a preliminary short form prospectus in respect of a public offering (the "Offering") of units (the "Units") for gross proceeds of between $1 million and $3 million. A copy of the preliminary short form prospectus can be found at www.sedar.com.

Each Unit consists of one common share (each, a "Common Share") and one-half of one transferable Common Share purchase warrant (each, a "Warrant") and will be issued at a price of $0.15 per Unit.

Each whole Warrant is exercisable into one additional Common Share at an exercise price of $0.20, at any time on or before 4:00 p.m. (Vancouver time) on the date that is 24 months after the closing date of the Offering; provided that, if over a period of 20 consecutive trading days after the closing date and until the expiry of the Warrants, the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange, or such other stock exchange where the majority of the trading volume occurs, exceeds $0.40 on each of those 20 consecutive days, MBI may give notice in writing to the Warrant holders within 30 days of such an occurrence that the Warrants shall expire at 4:00 p.m. (Vancouver time) on the 30th day following the giving of such notice unless exercised by the holders prior to such date.

The Offering is being led by PI Financial Corp. ("PI") on a "commercially reasonable efforts" basis. MBI has agreed to pay to PI a commission (the "Offering Fee") equal to 7.5% of the gross proceeds of the Offering in connection with the sale of the Units, excluding sales made to certain purchasers designated by MBI of up to an aggregate of $1.1 million of the gross proceeds of the Offering, in which case MBI has agreed to pay a commission equal to 2.5% of the gross proceeds of the sale of the Units to such purchasers. MBI has also agreed to grant to PI that number of options equal to 7.5% of the number of Units sold under the Offering (the "Compensation Options"), excluding sales made to certain purchasers designated by MBI of up to an aggregate of $1.1 million of the gross proceeds of the Offering, in which case MBI has agreed to grant to PI that number of Compensation Options equal to 2.5% of the Units sold to such purchasers. Each Compensation Option will entitle PI to acquire one Common Share at the Offering Price at any time until that date which is 24 months after the closing date.

MBI has also agreed to pay to PI a corporate finance fee of $25,000 (the "Corporate Finance Fee"). One half of the Corporate Finance Fee was paid by MBI to PI upon execution of an engagement agreement in respect of the Offering between the parties dated June 24, 2008 and is non-refundable. PI may elect to receive the Offering Fee and the balance of the Corporate Finance Fee in cash or, in whole or in part, in Units.

MBI will use the net proceeds of the Offering to advance their product pipeline and for general corporate purposes.

All Common Shares issued pursuant to the Offering will be freely tradable under applicable securities laws in force in Canada. The Offering is anticipated to close on or around July 24, 2008 and is subject to customary conditions, including acceptance by the TSX Venture Exchange.

About Med BioGene

MBI is a life science company focused on the development and commercialization of genomic-based clinical laboratory diagnostic and prognostic tests for cancer and cardiovascular disease. MBI develops these tests by identifying the genes, known as "biomarkers," which indicate the presence of disease. The development of these tests is the first step towards personalized medicine and will assist in replacing the conventional "one drug fits all" approach to disease management.

MBI's lead products are LungExpress Dx™, a gene expression-based prognostic test for lung cancer, and LymphExpress Dx™, a gene expression-based diagnostic and prognostic test for lymphoma.

Certain statements in this press release contain forward-looking information under applicable Canadian securities 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 future profits, future product revenues, future operations and plans, the use of proceeds from financings, the timing of clinical trials and the completion date for clinical trials 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 on 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 speaks 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 is qualified in its entirety by this cautionary statement and MBI undertakes no obligation to revise or update any 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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

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