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Chromos Molecular Systems Inc. (CHR.TO) Enters into an Arrangement Agreement



8/8/2008 6:29:38 AM

NORTH VANCOUVER, Aug. 7 /PRNewswire-FirstCall/ - Chromos Molecular Systems Inc. ("Chromos" or the "Company") announced today that it has entered into an arrangement agreement (the "Arrangement Agreement") dated August 6, 2008 with, among others, Calyx Bio-Ventures Inc. ("Calyx"), a wholly-owned subsidiary of Chromos, and Modatech Systems Inc. ("Modatech"), pursuant to which the parties to the agreement have agreed to effect a plan of arrangement (the "Arrangement") under section 288 of the Business Corporations Act (British Columbia). Modatech, a British Columbia company, has an equity investment in Markham Ventures Partnership, which owns a commercial income producing property, Market Village Mall, located in Markham, Ontario.

Upon completion of the Arrangement, Calyx will be the holder of all of the assets, property and undertaking of Chromos, together with additional cash of $2.35 million (before taking into account certain expenses relating to the transaction), and will be responsible for all of Chromos' obligations up to the effective time of the Arrangement. In particular, Calyx will own all of Chromos' intellectual property and all of the outstanding shares of Chromos' subsidiaries, as well as 29% of the outstanding shares of Agrisoma Biosciences Inc. Furthermore, among other things, the shareholders of Chromos will hold all of the issued and outstanding shares of Calyx and all of the Class A voting preferred shares of an entity to be formed by the amalgamation of Modatech and 0828688 B.C. Ltd., a corporation which is currently a wholly-owned subsidiary of Chromos. Such shares will be entitled to an annual cumulative dividend of 6% per year of the retraction price and are retractable by the holder at any time after August 31, 2013 at a price of $0.056401 per share, for an aggregate retraction price of $500,000 to the shareholders of Chromos, plus dividends accrued up to such date.

Chromos also announced today that it has entered into amended support agreements with shareholders holding approximately 34.1% of the outstanding voting shares of Chromos, pursuant to which such shareholders have committed to support the Arrangement.

The Arrangement is subject to court, shareholder and customary regulatory approvals. It is expected that Chromos will hold a meeting of shareholders to consider the Arrangement on or about September 9, 2008, and if approved, that the Arrangement will be completed before the end of September 2008. It is expected that a management information circular relating to the Meeting, containing the terms of the Arrangement, will be mailed to Chromos' shareholders in the next few weeks.

Chromos also announced today that the TSX Venture Exchange has conditionally approved the listing of the common shares of Calyx, subject to the satisfaction of customary conditions. There can be no assurance that such shares will be listed on a stock exchange.

Forward-Looking Statements

Certain statements in this news release may contain "forward-looking statements" or "forward-looking information" within the meaning of applicable securities legislation Often, but not always, forward-looking statements or information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes" or variations of such words and phrases or words and phrases that state or indicate that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such forward-looking statements or information include, without limitation, statements or information about the timing and success of application to obtain approvals required with respect to the Arrangement, and the listing of the shares of Calyx Bio-Ventures Inc. With respect to forward-looking statements and information contained herein, we have made numerous assumptions. Although our management believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include amongst others the risks and uncertainties involved in satisfying the conditions to close the Arrangement. Should one or more of these risks and uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements and information.

Although we have attempted to identify factors that may cause actual actions, events or results to differ materially from those described in forward-looking statements and information, there may be other factors that cause actual results, performances, achievements or events to not be as anticipated, estimated or intended. Also, many of the factors are beyond our control. As actual results and future events could differ materially from those anticipated in such statements and information, readers should not place undue reliance on forward-looking statements or information. Except as may be required by law, we undertake no obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise. All forward-looking statements and information made herein are qualified by this cautionary statement.

Source: Chromos Molecular Systems Inc.


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