Stem Cell Therapeutics Corp.

TSX VENTURE : SSS


Stem Cell Therapeutics Corp.

March 07, 2013 17:30 ET

Stem Cell Therapeutics Announces Offering of Up to $3.5 Million of Units

TORONTO, ONTARIO--(Marketwire - March 7, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.NEWSWIRE SERVICES

Stem Cell Therapeutics Corp. (TSX VENTURE:SSS) ("SCT"), a life sciences company developing stem cell-related technologies, announced today that it intends to file a prospectus supplement in each of the Canadian provinces of British Columbia, Alberta, Manitoba, Ontario and Nova Scotia by way of a prospectus supplement to SCT's base shelf prospectus of March 1, 2011 in respect of its previously announced offering of securities.

The offering consists of up to 14,000,000 units ("Units") which will be offered at $0.25 each for gross proceeds of up to $3.5 million. Each Unit will be comprised of one common share and one common share purchase warrants (the "Warrants"). Each Warrant will entitle the holder to purchase an additional common share for $0.40 for a period of 60 months following the closing of the offering. Euro Pacific Canada Inc. is acting as the agent for the offering.

The purpose of the offering is to provide the resources necessary to conclude the acquisition of Trillium Therapeutics Inc. by SCT, announced February 4th, 2013, and to trigger a condition precedent to permit the exercise of the option by SCT to acquire the license to the Tigecycline intellectual property from the University Health Network/MaRS Innovation, Toronto, announced November 7th, 2012. The assets expected to be acquired and licensed will conclude the initial step of SCT's published corporate objectives for advancing the Corporation's interests.

In addition to the foregoing, SCT intends to complete a non-brokered private placement in the United States of units of securities of SCT (the "Concurrent Units") to certain US accredited investors at the same price as the Units (the "Concurrent Private Placement").

The securities issued under the Concurrent Private Placement will not be qualified by prospectus. Each Concurrent Unit will have substantially the same attributes and will be issued on substantially the same terms as the Units offered pursuant to the offering.

It is currently expected that the closing of the Concurrent Private Placement will take place contemporaneously with the closing of the offering, however, closings of the offering and the Concurrent Private Placement are not conditional on the other.

This news release shall not constitute an offer to sell nor the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Stem Cell Therapeutics:

Stem Cell Therapeutics Corp. (TSX VENTURE:SSS) develops stem cell-based therapeutics through partnerships with research institutions and technology transfer organizations. SCT's objectives include the sourcing and acquisition of stem cell-related development opportunities, and securing capital for the advancement of its licensed or acquired products. The Corporation's intended corporate acquisitions and licensed acquisitions are positioning it principally in the field of cancer stem cell therapeutic development. SCT is a member of the 20-member Centre for Commercialization of Regenerative Medicine consortium. For more information, visit: www.stemcellthera.com.

Forward Looking Statements

This press release may contain forward-looking statements, which reflect SCT's current expectation regarding future events. These forward-looking statements involve risks and uncertainties that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the closing of the offering; SCT's ability to obtain financing in connection with the proposed transaction with Trillium; uncertainties as to the timing and closing of the proposed transaction with Trillium; the satisfaction of the conditions precedent to the completion of the proposed transaction with Trillium; the satisfaction of the conditions precedent to the exercise of the option to acquire a license to certain technologies owned by University Health Network; the exercise of the option to acquire a license to certain technologies owned by University Health Network; the execution and delivery of a definitive license agreement with University Health Network if SCT determines to exercise the University Health Network option; the timing and closing of any Concurrent Private Placement; changing market conditions; the successful and timely completion of pre-clinical and clinical studies; the establishment of corporate alliances; the impact of competitive products and pricing; new product development risks; uncertainties related to the regulatory approval process or the ability to obtain drug product in sufficient quantity or at standards acceptable to health regulatory authorities to complete clinical trials or to meet commercial demand; and other risks detailed from time to time in SCT's ongoing quarterly and annual reporting, including in the base shelf prospectus dated March 1, 2011 and any prospectus supplement. Except as required by applicable securities laws, SCT undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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