Medical Ventures Corp.
TSX VENTURE : MEV

Medical Ventures Corp.

January 19, 2006 07:53 ET

Medical Ventures Corporation Announces $4.5 Million Financing

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Jan. 19, 2006) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Medical Ventures Corp. (TSX VENTURE:MEV) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Sprott Securities Inc. pursuant to which the underwriters have agreed to purchase 11,250,000 units on an underwritten private placement basis at a price of $0.40 per unit for aggregate gross proceeds to Medical Ventures of $4.5 million. Each Unit will consist of one common share and one-half of one common share purchase warrant. Each whole warrant will be exercisable at a price of $0.65 for a period of two years from the closing date. The underwriters also have the option to purchase up to an additional 3,750,000 units at the issue price on or prior to the closing date in respect of the offering. The offering is scheduled to close on or about February 14, 2006 and is subject to certain conditions including, but not limited to, satisfactory due diligence and the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

Proceeds from the offering are to be used for general corporate purposes.

The Underwriters shall be entitled to a cash commission equal to 7.0% of the gross proceeds of the Offering. In addition, the Underwriters shall be entitled to receive that number of broker's warrants equal to 7.0% of the aggregate number of Units sold. Each broker's warrant shall be exercisable for a period of 24 months at $0.455 per Unit.

This press release is not an offer of the securities for sale in the United States. The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an application exemption from the registration requirements. Any public offering of the securities to be made in the United States will be made by means of a prospectus that may be obtained from Constellation and that will contain detailed information about the company and management, as well as financial statements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

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

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