Med BioGene Inc.

Med BioGene Inc.

April 22, 2009 08:59 ET

Med BioGene Announces Private Placement and Lead Order

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 22, 2009) -


Med BioGene Inc. (TSX VENTURE:MBI) today announced a non-brokered private placement of a minimum of $1.3 million and a maximum of $1.6 million of units.

Each unit will be issued at a price of $0.08 and will consist of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant will entitle the holder to purchase one common share at a price of $0.10 for a period of 24 months, subject to the acceleration by MBI of the expiration of the warrants if the closing price of the common shares on the TSX Venture Exchange is greater than $0.30 for twenty or more consecutive trading days.

Lead Order

Berkeley Capital Corp. II ("Berkeley"), a capital pool company listed on the TSX Venture Exchange (TSXV: BIZ.P), has entered into an agreement with MBI dated April 21, 2009 to participate in the private placement as the lead order. Under the agreement, Berkeley will invest all of its available cash reserves and subscribe to approximately $650,000 of units. This investment is proposed to be Berkeley's Qualifying Transaction under the rules of the TSX Venture Exchange. Berkeley intends to hold as soon as possible a special meeting of its shareholders to approve, among other things, Berkeley's participation in the private placement. Following the completion of the private placement, Berkeley will undertake the necessary steps to allow it to distribute the common shares and warrants underlying the units pro rata to its shareholders and thereafter to be delisted from the TSX Venture Exchange and dissolved.

The board of directors of Berkeley has unanimously approved Berkeley's investment in MBI.

As part of the due diligence process, Berkeley's board of directors retained Bloom Burton & Co. of Toronto, a leading boutique life science investment bank and advisory services firm, to opine on MBI's technology, business and commercialization strategy.

Additional Information

The securities issued pursuant to the private placement will be subject to a four-month hold period from the date of closing.

The private placement is expected to close in one or more tranches, with the Berkeley investment closing as soon as possible after the Berkeley special shareholder meeting, expected to be on or around May 29, 2009. Closing of the Berkeley investment is subject to customary conditions, including acceptance by the TSX Venture Exchange, Berkeley shareholder approval and MBI raising in aggregate a minimum of $1.3 million in the private placement (including the funds to be invested by Berkeley).

MBI will use the proceeds of the private placement for the development and commercialization of LungExpress Dx™ and for general corporate purposes.

Other than in respect of units issued to Berkeley, MBI will pay a 7% selling commission and compensation options to acquire that number of MBI common shares equal to 7% of the units sold pursuant to the private placement.

Upon closing of the private placement, MBI will appoint Kevin K. Rooney, a current director of Berkeley, as a director of MBI.

Mr. Rooney is a co-founding partner of Hayden Bergman Rooney, Professional Corporation, a corporate, securities and mergers and acquisitions boutique law firm in San Francisco that represents clients in the United States and Canada. Mr. Rooney heads the firm's public company practice. Prior to that, Mr. Rooney was a corporate and securities attorney at Wilson Sonsini Goodrich & Rosati, Professional Corporation, in Palo Alto, California, and Davies Ward Phillips & Vineberg LLP in Toronto. Mr. Rooney received a B.A.Sc. (Honours Co-op) in Mechanical Engineering from the University of Waterloo and an LL.B. from Dalhousie University Law School. Mr. Rooney is an Adjunct Professor at the University of San Francisco School of Law teaching Corporate Transactions and an Adjunct Professor at the University of California Berkeley HAAS School of Business co-teaching Business Law (MBA). Mr. Rooney is a member of the TSX Venture Exchange Toronto Local Advisory Board, the Law Society of Upper Canada and The State Bar of California.

About Med BioGene

MBI is a life science company focused on the development and commercialization of genomic-based personalized clinical laboratory diagnostic tests.

MBI's lead product, LungExpress Dx™, is expected to be the first commercially available gene expression-based test for early-stage non-small-cell lung cancer that analyzes the molecular profile of a patient's tumour to provide information to assist in tailoring treatment for that specific patient. LungExpress Dx™ is the first and only gene expression-based test for non-small-cell lung cancer shown to assist in determining a patient's benefit from chemotherapy and prognosis for survival.

MBI is committed to advancing personalized medicine by commercializing tests that provide clinically relevant information to both save lives and reduce health care costs.

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.

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

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