Berkeley Capital Corp. II Provides Update to Proposed Qualifying Transaction With Med BioGene Inc.
June 02 2009 - 5:38PM
Marketwired
Berkeley Capital Corp. II ("Berkeley"), a capital pool company
listed on the TSX Venture Exchange Inc. ("TSX Venture Exchange")
(TSX VENTURE: BIZ.P), today provided an update to its previously
announced agreement with Med BioGene Inc. (TSX VENTURE: MBI)
("MBI") providing for its participation as the lead order in MBI's
proposed private placement as Berkeley's Qualifying Transaction.
Under the agreement, Berkeley will invest all of its available
cash reserves and subscribe for approximately $630,000 of units in
MBI's private placement. Berkeley is holding on June 5, 2009 an
annual and special meeting of its shareholders to approve, among
other things, Berkeley's participation in the private placement.
Following the completion of the private placement, Berkeley will
undertake the necessary steps to allow it to distribute the common
shares and warrants underlying the units pro rata to its
shareholders and thereafter to be delisted from the TSX Venture
Exchange and dissolved.
MBI today received conditional approval from the TSX Venture
Exchange for its private placement; provided that the TSX Venture
Exchange did not approve the net exercise or "cashless" exercise
provision agreed to by Berkeley and MBI to be included in the
proposed form of warrant underlying the units to be issued in the
MBI private placement. MBI and Berkeley have made application to
the TSX Venture Exchange for approval to include such a provision
in the warrants; however, there are no assurances that such
approval will be obtained or that the warrants issued will include
such a provision.
Berkeley and MBI expect to close the private placement as soon
as practicable following approval of the Qualifying Transaction by
Berkeley shareholders at the June 5, 2009 annual and special
meeting.
Additional details regarding the Qualifying Transaction, return
of capital to the shareholders and the dissolution are available in
the management information circular of Berkeley dated May 11, 2009,
which has been filed with the TSX Venture Exchange and is available
on SEDAR at www.sedar.com.
Contacts: Berkeley Capital Corp. II Kevin K. Rooney Director
(415) 794-2472
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