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BIZ.P Berkeley Capital Corp

0.00
0.00 (0.00%)
Share Name Share Symbol Market Type
Berkeley Capital Corp TSXV:BIZ.P TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

Berkeley Capital Corp. II Announces Proposed Qualifying Transaction With Med BioGene Inc.

22/04/2009 1:34pm

Marketwired Canada


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.


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