Opsens signs first major agreement in the medical field granting distribution rights of its FFR products for Japan, Korea and Taiwan in US$5 million transaction

QUEBEC CITY, Nov. 19, 2012 /CNW Telbec/ - Opsens Inc. ("Opsens") (TSXV: OPS) is pleased to announce its first major agreement granting distribution and other rights for its OptoWire and OptoMonitor, Opsens' products for measuring Fractional Flow Reserve ("FFR").

Under the terms of the agreement with a Japanese-based medical company, Opsens will receive:

  • US$3 M for the distribution rights for its FFR products for Japan, Korea and Taiwan, which includes:
    • US$2 M at signing;
    • US$1 M once Opsens gets regulatory approval for its FFR devices in Japan;

  • US$2 M in convertible debenture, at signing.

VALIDATION FOR OPSENS' GAME-CHANGING FFR PRODUCTS

"The signing of this agreement is a major milestone for Opsens and confirms the value of our FFR products," said Pierre Carrier, President and Chief Executive Officer of Opsens.  "Our Japanese partner witnessed the increased depth and technical expertise we have incorporated into our FFR products. In addition, the Japanese partner knows our team and our patented pressure sensor very well, since they are using our medical pressure sensor for other projects. We are pleased to be working with them to tackle the rapidly growing FFR market."

Before entering this agreement, Opsens' FFR partner successfully completed due diligence on Opsens' FFR products.

FFR is an index of the functional severity of a coronary stenosis that is calculated from pressure measurements taken before and after a narrowing of the arteries during coronography. This increasingly used approach enables an "on the spot" diagnosis for a better assessment as to whether a stent is an appropriate intervention to improve blood circulation in the cardiovascular system.

"By acquiring the distribution rights for its market, our Japanese partner recognizes the performance and quality of Opsens' FFR products, and secures supply of this unique products once they becomes available for sale," Carrier said.

Since announcing it was targeting the FFR market in December 2010, Opsens has been examining opportunities to sell its products efficiently and profitably in order to maximize shareholder value. This agreement achieves that objective and provides a direct channel to clinicians in northeast Asia. It is part of Opsens' strategy to supply its FFR products worldwide.

OPSENS' OPTOWIRE TO ACCESS MARKET NEXT FISCAL YEAR

The FFR market has experienced compounded annual growth exceeding 35% over the last several years. FFR is being recognized as the "gold standard" for the diagnosis of the severity of coronary lesions, leading to better outcome for patients. Opsens has embedded its miniature fiber optic pressure sensor into an innovative guide wire designed to navigate through the human vasculature to reach lesions with ease. Opsens FFR product is providing technical advantages that will enable Opsens to capture market share.

The granting of distribution rights for Japan, Korea and Taiwan, which currently account for less that 10% of the worldwide market, is one of several actions Opsens' management is taking to become a worldwide medical device company.

Opsens' FFR products are in the validation stage and will be moving on to regulatory approval to access the market in the fiscal year beginning in September 2013.

CONVERTIBLE DEBENTURE DETAILS

Opsens also announces the closing of a private placement financing, being a private placement financing of a Subordinated Secured Convertible Debenture (the "Debenture") convertible in Common Shares of Opsens for gross proceeds of US$2 M. As per the terms of the Debenture, Opsens will receive US$2 M at signing. The Debenture bears an interest rate of 2% annually and matures five (5) years after its issuance. The Debenture carries a conversion privilege, at the option of the debenture holder, into Common Shares of Opsens. If the holder elects to convert the Debenture, the outstanding balance, including the interest, will be converted into Common Shares of Opsens at a price equal to the U.S. dollar equivalent of the closing price of the Common Shares on the TSX Venture Exchange on the last trading day on which Common Shares were traded immediately preceding the receipt by Opsens of a conversion notice from the holder of the Debenture, subject to a minimum conversion price of $0.50 and a maximum conversion price of $0.75 per common share (the "Conversion Price"), provided that in the case of the conversion of the accrued and unpaid interest, the Conversion Price shall not be less than the minimum amount allowable under the policies of the TSX Venture Exchange. The Debenture would also be convertible into Common Shares at the option of Opsens, at the Conversion Price, if the volume-weighted average closing price per Common Share for a period of twenty days ending five days prior to the date on which the notice of conversion shall be given (the "Current Market Price") of the Common Shares, on the date of the notice of conversion, is at least $1.20 per Common Share and an average daily volume of a minimum of 50,000 Common Shares have traded during each of the twenty trading days taken into account in the calculation of the Current Market Price.

Under applicable laws, regulations and policies, the Debenture and the Common Shares underlying the conversion of the Debenture cannot be sold, transferred or otherwise traded by the holder of said debentures prior to March 20, 2013, being four months and a day after the closing of the private placement.

About Opsens Inc. (www.opsens.com)

Opsens is a leading developer, manufacturer, supplier and installer of a wide range of fiber optic solutions based on proprietary patented technologies for the measurement of pressure, temperature and other parameters. The qualities of our sensors allow us to offer measuring instruments that are effective and durable in extreme conditions. Opsens is using its competitive advantages to focus primarily on two strong growth markets: oil and gas and FFR medical instrumentation.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking statements contained in this press release involve known and unknown risks, uncertainties and other factors that may cause actual results, performance and achievements of Opsens to be materially different from any future results, performance or achievements expressed or implied by the said forward-looking statements.

SOURCE: OPSENS INC.

For further information:

Pierre Carrier, President and Chief Executive Officer, 418.682.9996
Louis Laflamme, CPA, CA, Chief Financial Officer, 418.682.9996