Medifocus Inc.

TSX VENTURE : MFS
OTCQX : MDFZF


Medifocus Inc.

September 21, 2012 16:35 ET

Medifocus Inc. Announces Closing of Private Placement

TORONTO, ONTARIO--(Marketwire - Sept. 21, 2012) -

(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)

Medifocus Inc. (Medifocus or the Company) (TSX VENTURE:MFS)(OTCQX:MDFZF) announces that it has completed its previously announced private placement. The Company issued 22,196,795 units (each a Unit) at a price of $0.15 per Unit for gross proceeds of $3,329,519.95. Each Unit is comprised of one common share (a Common Share) and one Series C Common Share purchase warrant (a Warrant). Each Warrant entitles the holder to purchase one additional Common Share at a price of $0.20 for a period of 24 months following the completion of the Offering. If, at any time prior to July 8, 2014, the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange exceeds $0.75 for at least 10 consecutive trading days, Medifocus may, within 30 days of such occurrence, give an expiry acceleration notice to the holders of Warrants and, if it does so, the Warrants will, unless exercised, expire on the 30th day after the expiry acceleration notice is given. The Common Shares and Warrants issued in connection with the private placement, and any Common Shares issued upon the exercise of the Warrants, will have a hold period in Canada until January 22, 2012.

In connection with the private placement, subject to compliance with applicable securities legislation and TSX Venture Exchange policies, a 7% finder's fee was paid on $1,575,025 of the gross proceeds for an aggregate finder's fee of $110,251.75.

The proceeds of this Offering will be primarily used to commercialize the newly acquired Prolieve® line of business, for working capital and to continue Medifocus' pivotal phase III clinical trials using Medifocus Microfocus APA 1000 System for the treatment of breast cancer (including all related professional expenses).

Medifocus owns a patented microwave focusing technology platform (the Adaptive Phased Array ("APA") technology), which can precisely target and control microwave energy to cause heating in cancerous tumors anywhere in the body reliably and repeatedly. The ability to target tumors with a precision controlled dose of heat can be used to destroy tumors at higher temperatures, to treat tumors in combination with chemotherapy and/or radiation at moderate temperatures for increased effectiveness and reduced toxicity and to trigger the targeted release of therapeutic drugs and genes at tumor sites at lower temperatures. While the core technology has been licensed from the Massachusetts Institute of Technology, Medifocus has further refined the precision of the microwave focusing and control ability and developed a commercial system dedicated exclusively for the treatment of Breast Cancer. With the acquisition of Prolieve, Medifocus now owns in addition, a revenue generating commercial BPH heat treatment product generating cash flow to support the development and commercialization of other catheter based or APA based external focused heat systems for targeted thermotherapy of deep seated tumors anywhere in the body. Please visit www.medifocusinc.com for more details.

Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of the proposed transactions and neither of the foregoing entities has approved or disapproved of the contents of this press release.

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