Pheromone Sciences Corp.
TSX VENTURE : PHS

Pheromone Sciences Corp.

May 25, 2006 16:00 ET

Pheromone Receives TSX Approval of Joint Venture and Completes $3.2 Million Financing

KELOWNA, BRITISH COLUMBIA--(CCNMatthews - May 25, 2006) - PHEROMONE SCIENCES CORP. (the "Company") (TSX VENTURE:PHS) is pleased to announce that it has received TSX Venture approval to proceed with the Company's previously announced joint venture and financing agreement with Sertonex Inc. (Sertonex) of London Ontario and Sertoli Technologies Inc. (STI) of Tucson Arizona. The purpose of the joint venture is to develop a commercially viable treatment for Type 1 human diabetes using transplanted devices containing pig cells. The Company intends to exercise its option under the terms of the agreement and to begin the research project.

Under the terms of the October 31, 2005 agreement, Pheromone has the exclusive right to acquire 100% of the project by providing funding of up to $3,500,000 in three stages. The first financing of $1,000,000 is due within 90 days of Exchange approval, the second financing of $1,000,000 within 6 months and the third financing of $1,500,000 must occur within 12 months of Exchange approval. As each stage of the project is financed, Pheromone will acquire one third of the project by issuing 2,315,000 shares to the two shareholders of Sertonex, Dr. David White and Mr. Justin Leushner. Mr. Leushner will join the board of directors of the Company and Dr. White will be engaged as the principal researcher on the project.

As part of the agreement, STI will exclusively license to Pheromone all patents, and patent applications for the therapeutic use of Sertoli cell technology. In exchange, Pheromone will issue to Sertoli 6,527,500 common shares upon completion of the first project financing of not less than $1 million and nine months after closing pay Sertoli a licensing fee of $1,142,312. STI is controlled by Research Corporation Technologies, Inc., a not for profit organization setup to facilitate the commercialization of bio medical research. Mr. Charles R. Allard of Edmonton, Alberta will join the board of directors on behalf of STI.

About the Research Project

The research will be conducted by Dr. David White of Sertonex, a noted immunologist trained at the University of Cambridge in England, where he was instrumental in the development of cyclosporin A, and later became a Post Doctoral Research Fellow in the Department of Surgery. While at Cambridge Dr. White started a company called Imutran where he held the post of Director of Research and was on the Novartis Global Research Board. Imutran was sold to Novartis and Dr. White accepted a post at the Robarts Research Institute in London Ontario where he is the Professor of Xenotransplantation.

The research project is intended to lead to an USFDA licensed procedure for treating diabetes by transplanting into humans a device containing pig islet and Sertoli cells. The islet cells produce insulin almost identical to that found in humans, and the Sertoli cells naturally protect the islet cells from attack by the body's immune system. The research is based on several proof of concept experiments completed by Sertonex and others.

Financing Completed

Concurrently, the Company is pleased to announce it has completed its non-brokered private placement of 8,072,750 units at $0.40 per unit for gross proceeds of $3,229,100. Each unit consists of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder to acquire one common share of the Company at a price of $0.60 for a period of 24 months following the closing date of the financing. Pheromone reserves the right to force the exercise of the warrants if the stock trades at a 10 day moving average above $1.00 per share. Finders fees of 7% of the proceeds raised will be paid as follows: Blackmont Capital: $76,685, National Bank Financial: $11,900, Canaccord Capital Corp.: $22,400, Edwin Slater: $8,400. Proceeds of the placement will be used to complete the first $1,000,000 stage of the research project and general operating purposes.

Pheromone Sciences Corp. is a biotechnology and medical diagnostics device research and development company that focuses on commercializing medical technologies.

ON BEHALF OF THE BOARD

Dev Randhawa, President

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Pheromone Sciences Corp.
    Mr. Phil Morehouse
    (250) 868-8177
    (250) 868-8493 (FAX)