Medifocus Inc.
TSX VENTURE : MFS
PINK SHEETS : MDFZF

Medifocus Inc.

March 07, 2011 09:07 ET

Medifocus Inc. Announces Units Offering

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 7, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA

Medifocus Inc. ("Medifocus") (TSX VENTURE:MFS)(PINK SHEETS:MDFZF) announces, subject to regulatory approval, a private placement of 2,530,000 Units (the "Units") at a price of $0.18 per Unit for anticipated gross proceeds of $455,400. 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.

The proceeds of this offering will be primarily used to complete its filings with the US Food and Drug Administration to obtain clearance 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 has completed its previously announced offering of convertible debentures (the "Convertible Debentures") for a principal amount of US $290,000. The Convertible Debentures mature on January 24, 2012 (the "Maturity Date") and bear interest at 15% per annum, payable upon the earliest to occur of the Maturity Date or conversion in full into common shares of the Company.

The principal amount of the Convertible Debentures is convertible into common shares of the Medifocus, at any time from the date of issuance until the Maturity Date, at a price equal to $0.11 per common share. The Company may also at any time, without penalty, prepay in whole or in part the principal amount and accrued interest of the Convertible Debentures. The Convertible Debentures and common shares to be issued upon conversion thereof are subject to applicable hold periods expiring on May 25, 2011.

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.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

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