Stem Cell Therapeutics Corp.

TSX VENTURE : SSS


Stem Cell Therapeutics Corp.

November 26, 2012 08:55 ET

Stem Cell Therapeutics Announces Share Consolidation Proposal

TORONTO, ONTARIO--(Marketwire - Nov. 26, 2012) - Stem Cell Therapeutics Corp. (TSX VENTURE:SSS), announces today that consistent with the Company's corporate objective of the acquisition and development of additional stem cell-based therapies, and in order to attract the capital required to support this objective, management and the board of directors recommend the consolidation of the outstanding shares.

Consolidation will permit the issuance of additional securities not currently permitted under $0.10 per share that has limited the Company's options. The consolidation is generally expected to be advantageous to the Company's corporate objectives and in attracting investors to the opportunities that may emerge from the Company's rebuilding. A meeting of shareholders will be held on December 20th, 2012 to vote on the recommendation of the board to consolidate the outstanding common shares on the basis of a ratio to be proposed by the board of directors in the range of one post-consolidation common share for each 10 to 30 outstanding pre-consolidation common shares.

The meeting will be held at the Offices of McCarthy Tétrault LLP, Toronto Dominion Bank Tower, 53rd Floor, J.J. Robinette Boardroom, TD Centre, 66 Wellington Street West, Toronto, ON M5K 1E6, on December 20, 2012, at 10:00 am (Toronto time). Shareholders will receive the Information Circular and proxy form shortly. Shareholders may vote by phoning in their election, or by internet or mail, and are also invited to attend the meeting should they wish. Questions related to this proposal may be emailed to David Allan, Executive Chairman.

The board of directors recommends the consolidation as being in the Company's interest and an important step in meeting the objectives for the repositioning of the Company.

About Stem Cell Therapeutics:

Stem Cell Therapeutics Corp. (TSX VENTURE:SSS) is a Canadian commercialization receptor company in the business of developing stem cell-based therapeutics through partnerships with research institutions or technology transfer organizations. The Company's corporate objectives include the analysis and acquisition of additional stem cell-related development opportunities and securing capital for the advancement of the licensed or acquired products. In October 2012 SCT became a member of the 20-member Centre for Commercialization of Regenerative Medicine ("CCRM") consortium. SCT has extensive expertise and experience in the stem cell biotechnology sector based on the intellectual property of Dr. Samuel Weiss in stem cell research. SCT proposes to build upon the foundational technologies by acquiring additional early-stage clinical or late-stage preclinical candidates. SCT's Traumatic Brain Injury product, NTx®-428, is currently in a Phase II clinical trial. For more information, visit: www.stemcellthera.com

Caution Regarding Forward-Looking Information:

Certain statements contained in this press release constitute forward-looking information within the meaning of applicable Canadian provincial securities legislation (collectively, the "forward-looking statements"). These forward-looking statements relate to, among other things, SCT's objectives, goals, targets, strategies, intentions, plans, beliefs, estimates and outlook, and can, in some cases, be identified by the use of words such as "believe," "anticipate," "expect," "intend," "plan," "will," "may" and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management. Certain material factors or assumptions are applied in making forward-looking statements, and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things: uncertainties and risks related to, the availability of capital, changes in capital markets, uncertainties related to clinical trials and product development, rapid technological change, uncertainties related to forecasts, competition, potential product liability, unproven markets for technologies in development, the cost and supply of raw materials, management of growth, effects of payers'' willingness to pay for products, risks related to regulatory matters and risks related to intellectual property matters. Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found in the body of this news release, as well as under the heading "Risk Factors" contained in SCT's 2010 annual information form. SCT cautions that the foregoing list of important factors that may affect future results is not exhaustive.

When relying on SCT's forward-looking statements to make decisions with respect to SCT, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Such forward-looking statements are based on a number of estimates and assumptions which may prove to be incorrect, including, but not limited to, assumptions regarding the availability of financing for research and development companies in addition to general business and economic conditions. These risks and uncertainties should be considered carefully and investors and others should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, SCT cannot provide assurance that actual results will be consistent with these forward-looking statements. SCT undertakes no obligation to update or revise any forward-looking statement.

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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