OXBOW Equities Corp.

OXBOW Equities Corp.

October 11, 2006 14:34 ET

Oxbow Shareholders Approve Acquisition of MonoGen and Related Resolutions

MONTREAL, QUEBEC--(CCNMatthews - Oct. 11, 2006) - This press release is not for distribution in the United States.

Oxbow Equities Corp.(TSX:XBO) ("Oxbow") today announced that its shareholders have approved at a Special Meeting of the shareholders held today the previously announced conditional acquisition of its investee company MonoGen, Inc. ("MonoGen") and other related resolutions as further described in its Notice of Meeting and Information Circular dated September 13, 2006.

More specifically, the Oxbow shareholders approved the following

1) the acquisition of all of the issued and outstanding shares of
MonoGen which the Corporation does not own with the issuance of
(a) 57,598,094 common shares and (b) reserve for issuance up to
7,477,780 common shares on exercise of MonoGen warrants,
14,845,487 common shares on exercise of MonoGen options and
1,982,654 common shares on conversion of certain MonoGen
convertible promissory notes;

2) the change of the name of the Corporation to MonoGen, Inc.;

3) the amendment to the articles of the Corporation to amend the
rights and restrictions of the common shares and the first
preferred shares of the Corporation, delete the Special Share
class of the Corporation and make certain other changes to the
articles of the Corporation;

4) the election of a new Board of Directors;

5) the amendment of the Corporation stock option plan;

6) the continuance of the Corporation under the Canada Business
Corporations Act;

7) confirming new By-Law No. 1 of the Corporation;

8) the eventual consolidation of the Common Shares in the range of 1
for 10 to 1 for 15.

At closing of the transaction, there will be approximately 136.4 common shares issued and outstanding and approximately 164.1 million common shares on a fully diluted basis.

Oxbow President and CEO, Andre Denis, commented: "We are pleased that all of the resolutions submitted to our shareholders for a vote have been approved and we would like to thank them for their strong vote of confidence. We are now on our way to a closing of the MonoGen acquisition which is anticipated to occur on or before October 31, 2006."

Based in the United States (Greater Chicago area), MonoGen is a private medical device and diagnostics company developing and commercializing an integrated suite of fully automated devices (the SAVANT LABORATORY SYSTEM™) for anatomic and molecular pathology laboratories. The SAVANT LABORATORY SYSTEM is being designed to aid clinical laboratories by reducing their costs, simplifying workflow operations through reliable automation and improving the quality and consistency of the laboratory results.

The common shares of Oxbow are listed for trading on the Toronto Stock Exchange under the trading symbol "XBO".

Forward-Looking Statements

This news release includes forward-looking statements. All forward-looking statements are based on Oxbow's beliefs and assumptions based on information available at the time the assumption was 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, relating to Oxbow and MonoGen. By its nature, such forward-looking information is subject to various risks and uncertainties which could cause Oxbow's actual results and experience to differ materially from the anticipated results or other expectations expressed. Those risks and uncertainties include, but are not limited to, the ability of Oxbow and MonoGen to complete the Acquisition transaction, MonoGen's ability to continue as a going concern by raising additional capital before and after the Acquisition, MonoGen's ability to execute its business plan while maintaining at all times its various regulatory approvals, the performance of MonoGen's strategic partners in the manufacture and the commercialization of its products in the market place, MonoGen's ability to generate positive cash flows from operations and the competitive response from existing and potential competitors. The material assumptions in making these forward-looking statements are that sufficient pre-Acquisition funds can be raised, MonoGen's shareholders, convertible noteholders and other creditors will permit the pre-Acquisition and the Acquisition transactions to proceed, Oxbow's shareholders will vote in favor of the Acquisition and all ancillary matters relating to the Acquisition and other conditions precedent to the Acquisition will be satisfied. 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 news release, and Oxbow undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Contact Information

  • Oxbow Equities Corp.
    Mr. André Denis
    President and Chief Executive Officer
    514-286-0999, ext. 224