HALIFAX, May 25 /PRNewswire-FirstCall/ - MedMira Inc., ("MedMira") (TSX Venture: MIR, NASDAQ: MMIRF) the global market leader in premium rapid diagnostic solutions, announced today that it has closed the transaction to acquire the BAG-1, an emerging cancer marker technology, that was announced on April 3, 2006. Under the terms of the acquisition agreement MedMira will acquire the BAG-1 technology for a purchase price of $600,000. The purchase price will be paid in instalments as milestones in the commercialization of this technology, as specified in the agreement are achieved. The purchase price will be paid through the issuance of common shares at the closing market price of MedMira common shares the business day immediately preceding the date the milestone is achieved, with a minimum issue price of $0.476. In accordance with the terms of the agreement, MedMira has issued 89,286 common shares to Dr. Shou-Ching Tang, the developer of the technology and a member of the MedMira Board of Directors, at an issue price of $0.56. The maximum number of shares that will be issued under this agreement is 1,244,748 common shares. The shares issued will be subject to a 4 month hold period. This transaction was subject to the provisions of National Instrument 61-501. Certain aspects of the National Instrument that apply to "related party" transactions were not applicable. The Company relied on certain exemptions from this National Instrument, specifically an exemption from the valuation requirement in Section 5.4, by virtue of Paragraph 5.5(2), and an exemption from the minority shareholder approval requirement in Section 5.6, by virtue of Paragraph 5.7(2). In both cases the Company qualifies for an exemption as this transaction represents less than 25% of the market capitalization of MedMira. In addition, the transaction was subject to the review and approval of the Board of Directors without the participation of Dr. Tang, the developer of the technology. About MedMira MedMira is the leading global manufacturer and marketer of in vitro flow- through rapid diagnostic tests. MedMira's tests provide reliable, rapid diagnosis in just 3 minutes for the detection of human antibodies in human serum, plasma or whole blood for diseases such as HIV and hepatitis C. The United States FDA, the SFDA in the People's Republic of China and European Union have approved MedMira's Reveal(R) G2, MiraWell(R) and MiraCare(TM) rapid HIV tests, respectively. MedMira's Reveal(R) G2 and MiraWell(R) rapid HIV tests are currently used in clinical laboratories, hospitals, and clinics where professional counselling and patient treatment are immediately available. MiraCare(TM) is sold through MedMira's distributor network to pharmacies, hospitals and laboratories in the European Union It is also available over-the- counter (OTC) in pharmacies throughout Hong Kong and Macao Special Administrative Regions, in the People's Republic of China. MedMira delivers rapid diagnostic solutions to healthcare communities around the globe. Its corporate offices and manufacturing facilities are located in Halifax, Nova Scotia, Canada with a representative office and joint venture manufacturing facility in Guilin, China. This news release contains forward-looking statements, which involve risk and uncertainties and reflect the company's current expectation regarding future events. Actual events could materially differ from those projected herein and depend on a number of factors including, but not limited to, changing market conditions, successful and timely completion of clinical studies, uncertainties related to the regulatory approval process, establishment of corporate alliances and other risks detailed from time to time in the company quarterly filings. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this statement. For more information visit MedMira's website at www.medmira.com.
SOURCE MedMira Inc.