Medifocus Inc. announces conditional approval of proposed qualifying transaction with Celsion (Canada) Inc.



    /NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/

    TSX VENTURE EXCHANGE: MFS.P

    TORONTO, Aug. 27 /CNW/ - Medifocus Inc. ("Medifocus"), a capital pool
company, is pleased to announce that it has received today conditional
approval from the TSX Venture Exchange ("TSXV") in connection with its
previously announced arm's length qualifying transaction (the "Qualifying
Transaction") with Celsion (Canada) Limited ("Celsion Canada") and the
shareholders of Celsion Canada. The Filing Statement prepared in connection
with the Qualifying Transaction will be made available on SEDAR at
www.sedar.com. Shareholders of Medifocus are encouraged to review the Filing
Statement and contact the persons listed below with any questions.
    Medifocus expects to complete the Qualifying Transaction by the end of
September.
    Completion of the Qualifying Transaction is conditional upon a number of
factors including, among others, the completion of the previously announced
private offering of 4,000,000 units (the "Units") of Medifocus at a price of
$0.50 per Unit. Each Unit consists of one common share of Medifocus and one
purchase warrant, entitling its holder to purchase one additional Medifocus
share at a price of $0.60 prior the date that is 24 months from the closing
date of the Qualifying Transaction.
    Further information concerning Medifocus and Celsion Canada can also be
found in the press release dated May 30, 2008 announcing the Qualifying
Transaction and in Medifocus' other filings available on SEDAR at
www.sedar.com.

    Completion of the transaction is subject to a number of conditions
including, but not limited to, TSXV acceptance and, if applicable pursuant to
TSXV requirements, majority of the minority shareholder approval. Where
applicable, the transaction cannot close until the required shareholder
approval is obtained. There can be no assurance the transaction will be
completed as proposed or at all.
    Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
highly speculative.

    
    The TSXV has in no way passed upon the merits of the proposed transaction
    and has neither approved nor disapproved the contents of this news
    release.
    





For further information:

For further information: Herbert S. Gasser, Medifocus Inc., Chief
Executive Officer, Chief Financial Officer and Director, Telephone: (416)
402-5282; Dr. Augustine Cheung, Celsion (Canada) Limited, President and Chief
Executive Officer, Telephone (410) 290-5734

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MEDIFOCUS INC.

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