Berkeley Capital Corp. II ("Berkeley"), a capital pool company
listed on the TSX Venture Exchange Inc. ("TSX Venture Exchange")
(TSX VENTURE: BIZ.P), announces that it has entered into an
agreement on April 21, 2009 with Med BioGene Inc. (TSX VENTURE:
MBI) ("Med BioGene") to complete its Qualifying Transaction. The
Qualifying Transaction is not a Non Arm's Length Qualifying
Transaction in accordance with the policies of the TSX Venture
Exchange.
The letter agreement provides that Berkeley will participate in
a private placement by Med BioGene (the "Private Placement")
pursuant to which Berkeley will subscribe for approximately
$650,000 of units of Med BioGene (the "Med BioGene Units").
Berkeley will invest all of its available cash reserves in the
Private Placement, and, in exchange, Med BioGene has agreed to
satisfy Berkeley's outstanding payables and its expenses related to
the announcement and approval of Berkeley's participation in the
Private Placement and its subsequent dissolution.
Completion of the proposed Qualifying Transaction is subject to,
among other things, regulatory approval and shareholder approval of
Berkeley, and the closing of the Private Placement in the minimum
amount of $1,300,000, as described below.
Med BioGene will sell and issue a minimum of $1,300,000 and a
maximum of $1,600,000 of Med BioGene Units in the Private
Placement. Each Med BioGene Unit will be issued at a purchase price
of $0.08 and will be comprised of one Med BioGene common share and
one-half of one non-transferable warrant. Each whole warrant is
exercisable into one additional Med BioGene common share at an
exercise price of $0.10 for a period of 24 months, except that Med
BioGene may elect to accelerate the expiration of the warrants if
the closing price of Med BioGene's common shares on the TSX Venture
Exchange is greater than $0.30 for 20 or more consecutive trading
days.
Med BioGene will use the proceeds of the Private Placement for
the development and commercialization of LungExpress Dx(TM) and for
general corporate purposes.
Following the closing of Berkeley's purchase of the Med BioGene
Units in the Private Placement, Berkeley will undertake the
necessary steps to allow it to distribute (the "Distribution") the
underlying Med BioGene common shares and warrants pro rata to the
Berkeley shareholders and thereafter to be delisted from the TSX
Venture Exchange and dissolved (the "Dissolution"). Any Med BioGene
common shares and warrants distributed to Berkeley shareholders who
are currently holding their Berkeley shares in escrow will be held
in escrow under the same terms, subject to any amendment of the
escrow approved by the TSX Venture Exchange and the Berkeley
shareholders. All securities underlying the Med BioGene Units
distributed to the Berkeley shareholders will be subject to a
statutory four month hold period from the date of issuance.
Completion of the proposed Qualifying Transaction is subject to,
among other things, approval of the TSX Venture Exchange,
shareholder approval of Berkeley, including the majority of the
minority in accordance with the policies of the TSX Venture
Exchange, and the closing of the Private Placement in the minimum
amount of $1,300,000. There can be no assurance that the Qualifying
Transaction will be completed as proposed or at all.
Berkeley and Med BioGene anticipate that Berkeley's purchase of
Med BioGene Units will occur at a closing on or around May 29,
2009, after which Berkeley will commence the Distribution and the
Dissolution.
Berkeley has engaged Bloom Burton & Co., a Toronto-based
leading healthcare boutique investment bank, to provide a report to
the board of directors of Berkeley relating to Med BioGene and the
Private Placement.
About Med BioGene Inc.
Med BioGene is a life science company focused on the development
and commercialization of genomic-based clinical laboratory
diagnostic tests.
Med BioGene's lead product under development is LungExpress
Dx(TM), a test for early-stage non-small-cell lung cancer that
analyzes the molecular profile of a patient's tumour to provide
information to assist in tailoring treatment for that specific
patient. LungExpress Dx(TM) is the first and only gene
expression-based test for non-small-cell lung cancer shown to
assist in determining a patient's benefit from chemotherapy and
prognosis for survival.
Further information about Med BioGene can be found online at
www.sedar.com and Med BioGene's website at www.medbiogene.com.
As at the date of this press release, the outstanding securities
of Med BioGene consisted of (i) 41,292,495 common shares, (ii)
options to purchase an aggregate of 7,342,500 common shares, and
(iii) warrants to purchase an aggregate of 14,955,814 common
shares.
On the basis of the last filed unaudited financial statements
for the three months ended September 30, 2008, Med BioGene had
assets of $2,028,382, liabilities of $465,672, accumulated losses
of $9,232,913, shareholders' equity of $1,562,710 and available
working capital of $1,237,327. For the nine months ended September
30, 2008, Med BioGene recorded no revenue and a net loss of
$1,785,063.
Directors and Officers of Berkeley and Med BioGene
There will be no change in the composition of the board of
directors or in the officers of Berkeley as a result of the
Qualifying Transaction.
In connection with the Private Placement, Med BioGene will
appoint Kevin K. Rooney, a current director of Berkeley, as a
director of Med BioGene.
Investor Considerations
Investors are cautioned that, except as disclosed in the
management information circular to be prepared in connection with
the Qualifying Transaction and any offering document prepared in
respect of the Private Placement, any information released or
received with respect to the Qualifying Transaction may not be
accurate or complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly
speculative.
Cautionary Note Regarding Forward-looking Statements
This news release contains forward-looking statements
(including, without limitation, information regarding the proposed
Qualifying Transaction and the business opportunities and plans of
Med BioGene) that involve risks and uncertainties that could cause
the results of Berkeley and Med BioGene to differ materially from
current expectations of their respective management. Actual results
may differ materially due to a number of factors including, among
others: the Qualifying Transaction may not close; Med BioGene may
not be able to develop a commercially viable product; market
acceptance of Med BioGene's products and services; the impact of
competitive products and services; and costs of research and
development. The matters discussed in this news release also
involve risks and uncertainties described in documents filed from
time to time by Berkeley and Med BioGene, respectively, with the
Canadian securities regulatory authorities. Neither Berkeley nor
Med BioGene assumes any obligation to update the forward-looking
information contained in this new release, except as required by
law.
LungExpress Dx(TM) is a trademark of Med BioGene Inc. Other
names mentioned herein are the property of their respective
owners.
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. The TSX Venture Exchange does
not accept responsibility for the adequacy or accuracy for this
release.
Contacts: Berkeley Capital Corp. II Kevin K. Rooney Director
(415) 794-2472
Berkeley Capital Corp (TSXV:BIZ.P)
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