Friday, 24 April 2009

Med BioGene Announces Private Placement and Financial Commitment from Berkeley Capital

Basic shares: 41 million
Fully diluted: 63 million


In a news release disseminated on Wednesday, MBI announced a non-brokered private placement of a minimum of $1.3 million and a maximum of $1.6 million of units.

Each unit will be issued at a price of $0.08 and will consist of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant will entitle the holder to purchase one common share at a price of $0.10 for a period of 24 months.

It was also announced that Berkeley Capital Corp. II, a capital pool company listed on the TSX Venture Exchange (TSXV: BIZ.P), will participate in the private placement as the lead order. Under the agreement, Berkeley will invest all of its available cash reserves and subscribe to approximately $650,000 of units.

Med BioGene will use the proceeds of the private placement for the development and commercialization of LungExpress Dx(TM) and for general corporate purposes.

In connection with the Private Placement, Med BioGene will appoint Kevin K. Rooney, a current director of Berkeley, as a director of Med BioGene.

Here’s some background information on Mr. Rooney.

Mr. Rooney is a co-founding partner of Hayden Bergman Rooney, Professional Corporation, a leading corporate, securities and mergers and acquisitions boutique law firm in San Francisco, California, that represents clients in the United States and Canada. Mr. Rooney focuses on mergers and acquisitions and he heads the firm’s public company practice. Prior to joining Hayden Bergman Rooney in June 2005, Mr. Rooney was a corporate and securities associate at Davies Ward Phillips & Vineberg LLP in Toronto, a leading Canadian corporate transactions law firm, from October 2004 to May 2005, and Wilson Sonsini Goodrich & Rosati, Professional Corporation in Palo Alto, California, the world’s leading firm representing technology and growth companies, from July 2000 to September 2004. Mr. Rooney’s experience at such firms involved representing a number of public and private companies in mergers and acquisitions, corporate finance transactions and corporate governance and reporting. Prior to beginning his law practice, Mr. Rooney was an Engineering Specialist (Finance) at Unitel Communications Inc. in Toronto (now Allstream) from June 1994 to August 1996. Mr. Rooney is a director at Berkeley Capital Corp. II (TSX-V:BIZ.P) and a general partner of Bay Bridge Partners II, a California private investment partnership.

Mr. Rooney received a B.A.Sc. (Honours Co-op) in Mechanical Engineering (Management Science Option) from the University of Waterloo in 1994 and a LL.B. from Dalhousie University Law School in 1999. Mr. Rooney is an Adjunct Professor at the University of San Francisco School of Law teaching Corporate Transactions and an Adjunct Professor at University of California Berkeley HAAS School of Business co-teaching Business Law (MBA). He is a member of the TSX Venture Exchange Toronto Local Advisory Committee and the Law Society of Upper Canada and The State Bar of California.

The board of directors of Berkeley has unanimously approved Berkeley’s investment in MBI.

As part of the due diligence process, Berkeley’s board of directors retained Bloom Burton & Co. of Toronto, a leading boutique life science investment bank and advisory services firm, to opine on MBI’s technology, business and commercialization strategy. Bloom Burton & Co.’s principals are former Dundee Securities healthcare specialists, Jolyon Burton and Brian Bloom.

Closing of the Berkeley investment is subject to Berkeley shareholder approval and MBI raising in aggregate a minimum of $1.3 million in the private placement (including the funds to be invested by Berkeley).

If you are interested in participating in the private placement, please contact Peter Weichler, Managing Director of The Howard Group at 403.221.0912.

To read the full release, please click here.