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.
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.