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SemBioSys Genetics Inc. (SBS.TO) Announces Modification of Financing Terms



2/18/2011 10:13:44 AM

CALGARY, Feb. 18 - SemBioSys Genetics Inc. ("SemBioSys" or the "Company") (TSX:SBS) a development stage biotechnology company that utilizes its patented plant seed oilbody expression technology platforms to develop biosimilar drug candidates and high value proteins, today announced modifications to the terms of its proposed $4 million financing, previously announced on February 11, 2011. Under the modified terms of the proposed financing, SemBioSys will now receive the full $4 million upfront in the form of bonds (the "Bonds"), instead of in two tranches of Bonds of $2 million each, with each Bond expected to include one warrant. The exercise price of the detachable warrants (the "Warrants") convertible into common shares of SemBioSys, to be issued in connection with the proposed financing, has also been modified to $0.06 from $0.07. The proposed financing is expected to close on or about, February 28, 2011.

The proposed financing is still subject to the completion and execution of definitive agreements, regulatory approval and continued listing of the common shares on the Toronto Stock Exchange (the "TSX"). The Company is currently under delisting review with the TSX and as such, cannot assure readers that any of these events will occur or be completed by the Company. On February 14, 2011, and further to TSX Bulletin 2010-1423 dated December 2, 2010, the TSX extended its review of the eligibility of the common shares of the Company for continued listing for a period of 30 days.

The proposed investor, of Concept Capital Management Ltd., has also agreed to extend a secured loan facility to the Company of $300,000 a month (the "Bridge Loan") at an interest rate of 7% per annum until the proposed financing closes. The Bridge Loan is expected to be credited against the Bonds. The Bridge Loan is subject to the execution and delivery of definitive documents. Concept Capital Management Ltd. is beneficially owned by Mr. Bernd Högel.

The Bonds have a maximum maturity of 10 years and are expected to be secured by certain intellectual property assets of SemBioSys. The Bonds are expected to include a call provision that provides that they can be called by the proposed investor, Concept Capital Management Ltd., after three years or redeemed at a 120% premium to their face value, plus accrued interest, at any time by SemBioSys.

Each individual Warrant entitles the holder to purchase, with all or a combination of cash, Bonds or accrued interest, the equivalent of $100,000 worth of common shares of SemBioSys for a period of 10 years after the closing of the proposed financing at the new exercise price of $0.06 per common share. The exercise price of the Warrants can be reset every six months, based on the simple average closing price of the common shares of SemBioSys on the TSX over the previous six month period, subject to a minimum exercise price of $0.05 per common share. Conversion of the Warrants would result in the issuance of 66,666,667 common shares at an exercise price of $0.06, representing approximately 129.8% of the current issued and outstanding share capital of the Company (in the event that all Warrants were exercised at $0.06 at the end of the 10 year term and the interest paid in cash, the proposed new investor would hold approximately 56.5% and existing holders would hold approximately 43.5% of the then issued and outstanding share capital of the Company) and a maximum of 157,372,109 common shares at $0.05 per common share or approximately 306.3% of the current issued and outstanding share capital of the Company (in the event that all Warrants and accrued interest were exercised at $0.05 at the end of the 10 year term, the proposed new investor would hold approximately 75.4% and existing holders would hold approximately 24.6% of the then issued and outstanding share capital of the Company). In addition, the exercise price of the Warrants may be adjusted in the event of certain corporate actions, such as an issuance of common shares at less than the current market price, but in any event will not result in the issuance of more than 157,372,109 common shares.

SemBioSys intends to use the proceeds of the proposed financing for general operating capital and to secure one or more partnership transaction(s) for its biosimilar human insulin or next generation cardiovascular candidate, Apo AIMilano and or additional products enabled by its novel plant based technology platform to make biosimilar drugs.

The modified terms of the proposed transaction have been unanimously approved by all directors of the Company who are free from any interest and unrelated to the parties involved in the proposed transaction. The Company has applied to the Toronto Stock Exchange for an exemption, in accordance with Section 604(e) of the TSX Company Manual, from the requirement to obtain shareholder approval for the proposed transaction in consideration of the serious financial circumstances of the Company, as described in the Management's Discussion and Analysis for the period ended September 30, 2010. Closing of the proposed financing is also conditional on receipt of such exemption from the TSX. Shareholder approval for the proposed financing would otherwise be required by the TSX because the number of common shares to be issued on the exercise of the Warrants exceeds the maximum 25% dilution permissible under TSX rules, the exercise price of the Warrants is subject to a reset, the initial exercise price of the Warrants is lower than the market price and the transaction may materially affect the control of the Company because of the large potential share ownership of the proposed investor, Concept Capital Management Ltd. The Company's reliance on the financial hardship exemption provisions under the TSX Company Manual is based on determinations by the board of directors of the Company, acting in good faith, that the Company is in serious financial difficulty, that the transaction is designed to improve its financial position and that the terms of the transaction are reasonable under such circumstances.

The Company is not currently in compliance with the TSX continued listing requirements, however, it is anticipated, but the Company cannot assure readers, that this financing transaction will enable the Company to become compliant.

About SemBioSys

Calgary, Alberta-based SemBioSys is a development stage biotechnology Company that utilizes its patented plant seed oilbody expression technology platforms to develop biosimilar drug candidates and high value proteins. SemBioSys' seed-based protein expression system can enable exceptionally low cost of production with unprecedented scalability and reliability. SemBioSys is focusing the platform selectivity to develop biosimilar product candidates with tremendous commercial value. The Company's current pharmaceutical development programs include insulin (SBS-1000, regulated as a biosimilar in Europe) and Apo AIMilano, a new chemical entity and next-generation cardiovascular therapy with blockbuster revenue potential if it reaches market for treatment of atherosclerosis. SemBioSys' Apo AIMilano is a des-1,2- variant of Apo AIMilano as previously described in scientific literature. SemBioSys is listed on the Toronto Stock Exchange under the ticker SBS. More information is available at www.sembiosys.com.

This press release contains certain forward-looking statements, including, without limitation, statements containing the words "believe", "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect" and other similar expressions which constitute "forward-looking information" within the meaning of applicable securities laws. Forward-looking statements reflect the Company's current expectation and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to, the current financial position of the Company, its ability to continue as a going concern and its ability to raise the funds necessary to continue its operations, the execution and delivery of definitive agreements relating to the advance of the $300,000 monthly bridge loans to the Company, the negotiation, completion, execution and delivery of the definitive agreements relating to the proposed financing of up to $4 million in bonds and detachable warrants, continued listing of the common shares on the TSX and the continued ability of the company to maintain its listing on the TSX, the dilution of the proposed financing to existing shareholders, the proposed advance of the second tranche of the proposed financing, regulatory approval of the proposed financing, the Company's current financial position, changing market conditions and market size, the acceptance of an IND by the FDA in respect of clinical studies, the submission of a CTA to the appropriate European authorities, the successful initiation and timely and successful completion of clinical studies, the fact that Apo AIMilano is currently a development stage drug, the establishment of corporate alliances and partnerships, the impact of competitive products and pricing, new product development, uncertainties related to the regulatory approval process and other risks detailed from time-to-time in the Company's ongoing filings with the Canadian securities regulatory authorities which filings can be found at www.sedar.com. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable Canadian securities laws.

For further information:

SemBioSys Genetics Inc. Rick Pierce President, U.S. and International Operations Phone: (617) 447-8299 E-mail: piercer@sembiosys.com

The Equicom Group Inc. Ross Marshall Vice President Phone: (416) 815-0700 ext. 238 E-mail: rmarshall@equicomgroup.com


Read at BioSpace.com


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