Ondine Biopharma Corporation

Ondine Biopharma Corporation

May 19, 2009 10:25 ET

Ondine Biopharma Announces $1.78 Million Private Placement

Share Exchange with Grafton Fund

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 19, 2009) - Ondine Biopharma Corporation (TSX:OBP)(AIM:OBP) medical device company developing photodisinfection based products today announced a share exchange transaction with Grafton Resource Investments Ltd. ("Grafton"), a Closed-End Fund managed by Newland Fund Management LLP of London, England.

Ondine will issue to Grafton Fund 14,851,250 OBP shares at C$0.12 per share, representing a value of C$1,782,150 (US$1.5 million), in exchange for 39,042 Ordinary Shares of Grafton at US$38.42 per Fund Share. The common shares of Ondine issued pursuant to the share exchange transaction will be subject to regulatory approvals and a four-month hold period. Following the completion of the share exchange, Grafton will own a total of 17.5% of Ondine's issued and outstanding shares.

"The investment in Ondine by the Grafton Fund demonstrates support for commercialization efforts of Ondine's MRSA nasal decolonization product, MRSAid™, and the Company's plans to pursue other photodynamic disinfection opportunities in the $10 billion Hospital Acquired Infection market," said Carolyn Cross, Ondine's Chairman and CEO. "Ondine expects that over the coming quarters, Grafton Fund shares will be a source of working capital to fund ongoing operations through Ondine's sale or pledge of Grafton shares in the short to medium term."

The Grafton Fund is a Cayman Island-based Closed-End fund managed by Newland Fund Management LLP of London, England and was incorporated for the purpose of capital gains appreciation of diversified investments in the medium term. The Fund Managers have had past success with similar funds and a long track record in the investment industry. Newland Fund Management LLP plans to submit an application to list the Grafton Fund shares on the Irish Stock Exchange and to one or more additional exchanges in the near future, but there are no assurances that a listing on a public exchange will occur and therefore there can be no assurances of financial liquidity. For additional information about Newland Fund Management LLP and the Grafton Fund, please visit www.newlandfinancial.co.uk.

About Ondine Biopharma Corporation

Ondine Biopharma develops non-antibiotic therapies to treat a broad spectrum of bacterial, fungal and viral infections. The Company is focused on developing leading-edge products that utilize its patented light-activated technology to kill microbes without encouraging the formation and spread of antibiotic resistance. Ondine is a publicly-traded company listed on the Toronto and AIM stock exchanges under the symbol OBP. Ondine is headquartered in Vancouver, British Columbia, Canada, and has a research and development facility in Bothell, Washington, USA and an international office in St. Michael, Barbados. For additional information, please visit the Company's website at: www.ondinebiopharma.com.

Forward-Looking Statements:

Certain statements contained in this release containing words like "believe", "intend", "may", "expect" and other similar expressions, are forward-looking statements that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially from those projected in the Company's forward-looking statements include the following: market acceptance of our technologies and products; our ability to obtain financing; our financial and technical resources relative to those of our competitors; our ability to keep up with rapid technological change; government regulation of our technologies; our ability to enforce our intellectual property rights and protect our proprietary technologies; the ability to obtain and develop partnership opportunities; the timing of commercial product launches; the ability to achieve key technical milestones in key products and other risk factors identified from time to time in the Company's public filings.

The TSX Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

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