Raptor Pharmaceuticals Raises $5 Million




    NOVATO, Calif., Aug. 25 /CNW/ -- Raptor Pharmaceuticals Corp. ("Raptor"
or the "Company") (OTC Bulletin Board:   RPTP), today announced that it has
raised an aggregate $5 million of gross proceeds through a private placement
of units ("August 2009 Private Placement") and through the exercise of
warrants (the "Warrant Exchange") originally issued in connection with its
May/June 2008 private placement. The August 2009 Private Placement resulted in
gross proceeds to Raptor of approximately $2.4 million or $2.3 million after
placement agent fees and other expenses.  The Warrant Exchange raised
approximately $2.6 million in net proceeds for Raptor.
    

    (Logo:  http://www.newscom.com/cgi-bin/prnh/20071022/NYM074LOGO )

    
    Raptor intends to use the net proceeds to fund programs for its
late-stage drug product candidates and to execute its corporate strategy,
including closing the proposed merger with TorreyPines Therapeutics, Inc.
("TorreyPines") (Nasdaq:   TPTX), which is expected to close in the fourth
quarter of 2009.

    The August 2009 Private Placement consisted of the sale of an aggregate
7,456,250 units, with each unit priced at $0.32.  Each unit consists of one
share of the Company's common stock and a two-year warrant to purchase
one-half of one share of the Company's common stock. The units sold represent
an aggregate of 7,456,250 shares of the Company's common stock and warrants
("Warrants") to purchase up to 3,728,125 shares of the Company's common stock.
The Warrants are exercisable for up to two years from the date of issuance at
$0.60 per share and $0.75 per share during the first and second years
following issuance, respectively.

    The Warrant Exchange commenced in April 2009, when investors from
Raptor's May/June 2008 private placement were offered the right to exchange
outstanding warrants (the "Original Warrants") and subscribe for New Warrants
(the "New Warrants") to purchase an aggregate of 10 million shares of common
stock, or the same number of shares underlying the outstanding Original
Warrants. New Warrants were priced at $0.30 per share, reflecting the market
price of one share of Raptor common stock on April 29, 2009, compared to the
Original Warrants, exercisable at $0.75 and $0.90 per share during the first
and second years following issuance, respectively. Original Warrants could be
exchanged for New Warrants on the condition that investors exercised the New
Warrants on or before July 17, 2009. Except for the exercise price, the terms
of the New and Original Warrants are identical. Pursuant to the Warrant
Exchange, New Warrants were exercised for an aggregate amount of 8,715,000
shares of the Company's common stock, which resulted in aggregate gross
proceeds of $2,614,500 and aggregate net proceeds of $2,587,852.

    Neither the common stock nor Warrants offered and sold in the August 2009
Private Placement, the common stock issuable upon exercise of the Warrants
sold in the August 2009 Private Placement, nor the New Warrants or the common
stock issued upon the exercise of the New Warrants have been registered under
the Securities Act of 1933, as amended, or state securities laws and may not
be offered or sold in the United States absent registration with the
Securities and Exchange Commission and with applicable state regulatory
authorities or an exemption from the applicable registration requirements.
    


    Details of the Proposed Raptor and TorreyPines Merger
    
    On July 27, 2009, Raptor and TorreyPines entered into a definitive merger
agreement. Upon closing, it is anticipated that the merger will result in a
Nasdaq-listed biopharmaceutical company with a pipeline of mid- to late-stage
clinical development candidates and preclinical drug targeting platforms
designed to improve drug delivery of existing therapeutics for orphan
indications and underserved patient populations. The merged company will be
named Raptor Pharmaceutical Corp., will trade under the symbol "RPTP", be
managed by Raptor's management team and board of directors and be
headquartered in Novato, California.

    Under terms of the agreement, which were unanimously approved by the
boards of directors of Raptor and TorreyPines, Raptor will be merged with and
into a wholly-owned subsidiary of TorreyPines upon closing. TorreyPines will
issue, and Raptor stockholders will receive, shares of TorreyPines common
stock such that Raptor stockholders will own 95%, and TorreyPines stockholders
will own 5%, of the combined company.

    At closing, TorreyPines will also implement a reverse stock split in
order to comply with Nasdaq listing requirements; the exact size of the split
will be determined at closing. Closing of the merger is subject to customary
conditions and contingent upon, among other things, a vote to adopt the
definitive merger agreement by a majority of Raptor's stockholders at its
annual meetings of stockholders, expected to take place in the fourth quarter
of 2009.

    Depending on the review process of the regulatory agencies, the companies
expect the merger to close in the fourth quarter of 2009. Upon closing the
transaction, it is anticipated that the combined company's shares will trade
on the Nasdaq Capital Market. TorreyPines is advised by Merriman Curhan Ford
and Raptor is advised by Beal Advisors.
    

    Management and Organization

    
    If the merger closes, the combined company will have offices in Novato,
California. Executive management will be as follows:
    

    --  Christopher M. Starr, Ph.D., Chief Executive Officer
    --  Ted Daley, President
    --  Patrice Rioux, M.D., Ph.D., Chief Medical Officer
    --  Todd C. Zankel, Ph.D., Chief Scientific Officer

    --  Kim R. Tsuchimoto, C.P.A., Chief Financial Officer


    Additional Information About the Merger and Where to Find It

    
    In connection with the merger, TorreyPines has filed a registration
statement on Form S-4, which includes a joint proxy statement/prospectus, with
the U.S. Securities Exchange Commission ("SEC"). Investors and security
holders of Raptor and TorreyPines are urged to read the joint proxy
statement/prospectus included in the registration statement filed on Form S-4
(including any amendments or supplements thereto) regarding the merger because
it contains important information about Raptor and TorreyPines. Raptor's and
TorreyPines' stockholders can obtain a copy of the joint proxy
statement/prospectus, as well as other filings containing information about
Raptor and TorreyPines, without charge, at the SEC's Internet website
(www.sec.gov).  Copies of the joint proxy statement/prospectus and Raptor's
and TorreyPines' filings with the SEC can also be obtained, without charge, by
directing a request to Raptor Pharmaceuticals Corp., 9 Commercial Blvd., Suite
200, Novato, CA 94949, Attention: Kim Tsuchimoto CFO, Fax No. 415-382-1368 or
at the email address: ktsuchimoto@raptorpharma.com, with respect to Raptor,
and by directing a request to TorreyPines Therapeutics, Inc.,  P.O. Box
231386, Encinitas, CA 92023-1386, Attention: Investor Relations or at the
email address: cjohnson@tptxinc.com, with respect to TorreyPines.

    In addition to the registration statement and related joint proxy
statement/prospectus, each of Raptor and TorreyPines file annual, quarterly
and special reports, proxy statements and other information with the SEC. You
may read and copy any reports, statements or other information filed by Raptor
and/or TorreyPines at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. Raptor's and TorreyPines' filings,
respectively, with the SEC are also available to the public from commercial
document-retrieval services and at SEC's website at www.sec.gov, and from
investor relations at Raptor and TorreyPines, respectively, at the addresses
above.

    This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No
offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as amended.

    Raptor and TorreyPines and their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
the stockholders of Raptor and TorreyPines, respectively, in connection with
the merger.  Information regarding the special interests of these directors
and executive officers in the merger are included in the joint proxy
statement/prospectus described above. Additional information regarding the
directors and executive officers of Raptor and TorreyPines, respectively, is
also included, with respect to Raptor, in Raptor's Annual Report, as amended
on Form 10-K/A for the year ended August 31, 2008 and Raptor's proxy statement
for its 2008 Annual Meeting of Stockholders, which were filed with the SEC on
December 23, 2008 and December 31, 2007, respectively, and with respect to
TorreyPines, in TorreyPines' Annual Report on Form 10-K for the year ended
December 31, 2008 and TorreyPines' proxy statement for its 2008 Annual Meeting
of Stockholders, which were filed with the SEC March 27, 2009 and April 24,
2008 respectively. These documents are available free of charge at the SEC's
web site at www.sec.gov and from investor relations at Raptor and TorreyPines,
respectively, at the addresses above.
    

    About Raptor Pharmaceuticals Corp.
    
    Raptor Pharmaceuticals Corp. ("Raptor") is dedicated to speeding the
delivery of new treatment options to patients by working to improve existing
therapeutics through the application of highly specialized drug targeting
platforms and formulation expertise. Raptor focuses on underserved patient
populations where it can have the greatest potential impact. Raptor currently
has product candidates in clinical development to treat nephropathic
cystinosis, non-alcoholic steatohepatitis ("NASH"), Huntington's Disease
("HD"), and aldehyde dehydrogenase ("ALDH2") deficiency.

    Raptor's preclinical programs are based upon bioengineered novel drug
candidates and drug-targeting platforms derived from the human
receptor-associated protein ("RAP") and related proteins that are designed to
target cancer, neurodegenerative disorders and infectious diseases.
    

    For additional information, please visit www.raptorpharma.com.


    FORWARD LOOKING STATEMENTS

    
    This document contains forward-looking statements as that term is defined
in the Private Securities Litigation Reform Act of 1995. These statements
relate to future events or our future results of operation or future financial
performance, including, but not limited to the following statements: that the
Company will be able to execute its corporate strategy; that the merger with
TorreyPines will close in the fourth quarter of 2009, if at all; and that the
combined company will list on Nasdaq Capital Markets or any national exchange.
 These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, which may cause Raptor's actual results to be
materially different from these forward-looking statements. Raptor cautions
readers not to place undue reliance on any such forward-looking statements,
which speak only as of the date they were made. Certain of these risks,
uncertainties, and other factors are described in greater detail in Raptor's
filings from time to time with the Securities and Exchange Commission (the
"SEC"), which Raptor strongly urges you to read and consider, including the
joint proxy statement/prospectus on Form S-4 filed by TorreyPines on August
19, 2009; Raptor's Registration Statement on Form S-1, as amended, that was
declared effective on August 7, 2008; Raptor's annual report on Form 10-K
filed with the SEC on October 30, 2008, as amended by that Form 10-K/A filed
with the SEC on December 23, 2008; and Raptor's Form 10-Q filed with the SEC
on July 15, 2009, all of which are available free of charge on the SEC's web
site at http://www.sec.gov. Subsequent written and oral forward-looking
statements attributable to Raptor or to persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements set forth
in Raptor's reports filed with the SEC. Raptor expressly disclaims any intent
or obligation to update any forward-looking statements.


    For more information, please contact:

    
    Kim Tsuchimoto, CFO
    415-382-1390
    ktsuchimoto@raptorpharma.com
    


    
    The Ruth Group
    Sara Ephraim Pellegrino (investors) / Janine McCargo (media)
    (646) 536-7002 / (646) 536-7033
    spellegrino@theruthgroup.com / jmccargo@theruthgroup.com



    




For further information:

For further information: Kim Tsuchimoto, CFO, Raptor Pharmaceuticals
Corp., +1-415-382-1390, ktsuchimoto@raptorpharma.com, or investors, Sara
Ephraim Pellegrino, +1-646-536-7002, spellegrino@theruthgroup.com, or media,
Janine McCargo, +1-646-536-7033, jmccargo@theruthgroup.com, both of The Ruth
Group Web Site: http://www.raptorpharma.com

Organization Profile

RAPTOR PHARMACEUTICAL CORP.

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