Medifocus Inc.
TSX VENTURE : MFS
PINK SHEETS : MDFZF

Medifocus Inc.

April 08, 2011 16:21 ET

Medifocus Inc. Announces Closing of Private Placement and Stock Options and Securities Grants

TORONTO, ONTARIO--(Marketwire - April 8, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Medifocus Inc. ("Medifocus") (TSX VENTURE:MFS)(PINK SHEETS:MDFZF) announces that it has completed its previously announced private placement offering of 3,745,000 Units (the "Units") at a price of $0.18 per Unit for gross proceeds of $674,100. Each unit is comprised of one Common Share and one Series A Common Share purchase warrant. Each Series A Common Share purchase warrant will entitle the holder to purchase one additional Common Share at a price of $0.30 for a period of 60 months following the completion of the offering.

Securities issued in connection with the private placement and any shares issued upon the exercise of the warrants will have a hold period in Canada until July 24, 2011.

The proceeds of this offering will be primarily used to initiate a pivotal phase III clinical trial using Medifocus's Microfocus APA 1000 System for the treatment of breast cancer (including all related professional expenses) and for working capital.

Medifocus also announces that it granted incentive stock options to the directors and officers of the Company to purchase an aggregate of 3,700,000 common shares and, subject to regulatory and shareholder approval, awarded common shares to its directors and officers as follows:

Options
Vested
Options
to Vesting
in 2012
Common
Shares
Grant WalshChairman of the Board250,000250,000450,000
Joseph ChanDirector150,000150,000250,000
Gus ChowDirector150,000150,000150,000
Ernie EvesDirector500,000N/A500,000
Joe TaiDirector150,000150,000350,000
Dr. Augustine CheungPresident and CEO900,000N/A600,000
John MonChief Operating Officer600,000N/A500,000
Mirsad JakubovicChief Financial Officer300,000N/A200,000

The options are exercisable at a price of $0.20 per common share, expire five years from their date of grant and, except for the grants to Messrs. Cheung, Eves, Jakubovic and Mon which vest immediately, will vest in two instalments, with 50% vesting immediately and the remainder vesting on the first anniversary of their date of grant.

The exercise price of all incentive stock options granted is equal to the closing price of the Company's common share on the TSX Venture Exchange on the date immediately preceding the grant. The incentive stock options are subject to the terms and conditions of the Company's Stock Option Plan and the policies of the TSX Venture Exchange. The common shares were awarded to the directors and officers in lieu of a portion of their cash compensation and for past services.

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. Please visit www.medifocusinc.com for more details.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information