Ondine Biopharma Corporation

Ondine Biopharma Corporation

February 17, 2009 09:16 ET

Ondine Biopharma Announces Private Placement Equity Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 17, 2009) -


Ondine Biopharma Corporation (TSX:OBP)(AIM:OBP) (the "Company"), a medical technology company developing photodisinfection based products, today announced it has closed the first tranche of its previously announced non-brokered private placement by issuing 6,970,000 common shares at a price of $0.06 per share for aggregate gross proceeds of C$418,200 to qualified investors pursuant to applicable exemptions. The common shares issued are subject to a four month hold period in Canada and can not be traded through the facilities of the Toronto Stock Exchange until June 17, 2009. An application has been made for the 6,970,000 common shares issued under the private placement to be admitted to trading on AIM, and admission is expected to occur on February 23, 2009.

Insiders of the Company participated in this tranche for an aggregate of 1,883,000 common shares for total gross proceeds of $112,980, of which 1,519,000 common shares for total gross proceeds of $91,140 was subscribed for by Ms. Carolyn Cross, Director, Chairman and CEO of the Company. Ms. Cross's participation in this tranche of the private placement was within certain prescribed regulatory limits such that it did not require shareholders' approval.

The sale of common shares to these insiders constitutes a "related party transaction" pursuant to securities regulation. However, the transaction is exempt from applicable formal valuation and minority shareholder approval requirements as neither the fair market value of the common shares nor the consideration paid by such insiders for the common shares exceeds 25% of the market capitalization of the Company. The material change report in respect of this transaction was not filed at least 21 days in advance of the closing of the offering as the Company was in need of the funds. The Company considers the shortened timeframe to be reasonable under these circumstances.

The proceeds will be used for the continued research and development of new products based on the Company's photodisinfection technology, including the Company's MRSA product currently under development, for working capital, and for general corporate purposes. The completion of subsequent closings is subject to certain conditions including, but not limited to, the receipt of all necessary approvals.

Following the above transaction, Ms. Cross and members of her immediate family have a beneficial interest in an aggregate of 13,428,708 common shares, representing 19.65% of the post closing issued share capital of the Company.

Following the private placement of 6,970,000 common shares, the Company will have a total issued share capital of 68,329,176 common shares.

This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Ondine Biopharma Corporation

Ondine is developing non-antibiotic therapies for the treatment of a broad spectrum of bacterial, fungal and viral infections. The Company is focused on developing leading edge products utilizing its patented light-activated technology. Photodisinfection provides broad-spectrum antimicrobial efficacy without encouraging the formation and spread of antibiotic resistance. The Company is based in Vancouver, British Columbia, Canada, with a research and development laboratory 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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