MonoGen, Inc.

MonoGen, Inc.

September 17, 2008 12:53 ET

MonoGen Announces $7M Convertible Debenture


MonoGen, Inc. (TSX:MOG) today announced that it has issued a CDN $7.0 million 8% senior unsecured convertible debenture to an existing institutional investor.

The debenture matures on the earlier of nine months from the date of issuance and the closing date of a public offering or private placement described in the next sentence, subject to extension and certain other customary conditions. The debenture is mandatorily convertible into the Corporation's common shares (and warrants, if applicable) on the closing of a public offering or private placement of MonoGen common shares in excess of an agreed threshold. The conversion price will be equal to the purchase price paid per MonoGen common share (and warrant, if applicable) in that public offering or private placement, if any.

Mr. Ted S. Geiselman, President and CEO, commented "I am pleased that an existing investor decided to add to its position. This speaks to their confidence in the investment opportunity MonoGen currently represents."

The proceeds of the offering will be used by the Corporation for working capital and general corporate purposes.

The debenture was issued in a private placement in Canada pursuant to an exemption from the prospectus and dealer registration requirements, and the debenture has not been qualified for sale to the public. The debenture and any common shares and other securities issued on conversion are subject to transfer and resale restrictions.

This press release is not an offer of securities for sale in the United States, Canada or any other jurisdiction. The debenture and any securities issuable upon conversion thereof have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements.

About MonoGen, Inc.

MonoGen, Inc., headquartered in the Chicago area, is a medical device and diagnostics company providing high-quality and cost-effective cytological screening and diagnostic products to healthcare providers in the anatomic pathology industry.

Forward-Looking Statements

Statements contained in this press release relating to matters that are not historical facts are forward-looking statements. Statements preceded by the words believe, expect, anticipate, plan, intend, continue, estimate, may, will, and similar expressions are forward-looking statements. Forward-looking statements are based on our beliefs and assumptions based on information available at the time the assumptions were made. Forward-looking statements relate to, among other things, anticipated financial performance, business prospects, strategies, regulatory developments, new services, market forces, commitments and technological developments. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause our actual results to differ materially from the anticipated results or other expectations expressed. Those risks and uncertainties include, but are not limited to, our ability to raise additional capital, our ability to execute our business plan while maintaining at all times our various regulatory approvals, and the response from existing and potential competitors. Additional discussions of the various risks are contained in our Annual Information Form dated March 19, 2008, which is available on SEDAR ( Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this document.

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