Medifocus Inc. Announces Completion of Shares for Debt Transaction and Reduction of Stock Option Grants

TORONTO, ONTARIO--(Marketwire - March 6, 2012) - Medifocus Inc. (Medifocus or the Company) (TSX VENTURE:MFS)(OTCQX:MDFZF) is pleased to announce that, after receiving approval from the TSX Venture Exchange (TSXV), it has completed a previously-announced shares for debt transaction. Medifocus has issued an aggregate of 2,787,070 common shares at a weighted average deemed price of $0.60 per common share to settle an aggregate of $1,663,532.20 of previously incurred debt representing unpaid salary ($1,488,430.20), amounts due to service providers ($120,000.00) and outstanding loans ($55,102.00). The Company previously announced that it would issue 3,592,105 common shares as part of this shares for debt transaction. The number of common shares issued is less than previously announced due to (i) 1,255,545 common shares have yet to be issued to officers, directors and insiders of the Company upon receipt of shareholder approval and (ii) two additional creditors have since agreed to receive 450,510 common shares in exchange for an aggregate debt of $143,402.

All of the common shares issued in connection with the shares for debt transaction are subject to a 4-month and one day hold period that will expire on July 7, 2012.

In addition, each of Dr. Augustine Cheung, John Mon and Mirsad Jakubovic have agreed to reduce their respective previously-announced stock option grants by 400,000 options for Dr. Cheung, 200,000 options for Mr. Mon and 100,000 options for Mr. Jakubovic. These reductions were necessary in order for the Company to comply with the terms of its stock option plan.

About Medifocus Inc.

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 tumours with a precision controlled dose of heat can be used to destroy tumours at higher temperatures, to treat tumours 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 tumour 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.

Forward-Looking Statements and Information

This news release contains forward-looking statements, which may not be based on historical facts. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. Except as required under applicable securities laws, the Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.