Biosign Update and Proposed Private Placement

TORONTO, May 24, 2012 /CNW/ - Biosign Technologies Inc. (TSXV: BIO) ("Biosign") announced today that, subject to receipt of approval of the TSX Venture Exchange (the "TSXV"), it intends to complete a non-brokered private placement of up to 21,000,000 units of Biosign ("Units") at $0.10 per Unit for gross proceeds of up to $2,100,000 (the "Offering").

Each Unit will consist of one common share of Biosign and one-half of one common share purchase warrant, with each full warrant (a "Warrant") exercisable for one common share of Biosign at an exercise price of $0.15 per share for a period of 12 months from closing. The Warrants shall have an acceleration clause such that in the event that the closing price of the Biosign common shares on the TSXV is in excess of $0.20 for a period of five consecutive trading days, then Biosign will have the right to accelerate the expiry date to 14 days following the date of notice thereof given to the holders.

Shareholders of Biosign will be afforded the opportunity to participate in the Offering on a pro rata basis, subject to compliance with applicable securities laws. Those Biosign shareholders who desire to participate in the Offering are encouraged to contact Biosign at the contact information below on or before Friday June 1, 2012. The Offering may be completed in one or more closings.  The securities issued in connection with the Offering are subject to a four month hold period under applicable securities laws.

Biosign intends to use the proceeds from the Offering for working capital and general corporate purposes. As disclosed in Biosign's press release dated April 2, 2012, one of the conditions in order to complete the proposed transaction with Easymed Services Inc. ("Easymed") includes raising gross proceeds of not less than $2,000,000. Closing of the private placement is subject to certain conditions, including receipt of TSXV approval.

"While our initial intention was to complete a rights offering as it permits all shareholders to participate on a pro rata basis, we were unable to do so given that trading in Biosign's outstanding common shares on the TSXV is currently halted in accordance with TSXV policies as a result of the previously-announced proposed business combination with Easymed", said Dr. Scott Jenkins, CEO of Biosign.  "TSXV policies require that the underlying shares have to be trading on the TSXV for a company to proceed with a rights offering."

Biosign currently has limited financial resources and imminently requires capital to be able to continue as a going concern and to pursue the proposed transaction with Easymed.  Reference is made to Biosign's Risk Factors set out in its Management Discussion and Analysis for the year ended December 31, 2011 and other public disclosure documents which can be found on SEDAR (www.SEDAR.com).

About Biosign Technologies Inc.

Biosign Technologies Inc. (TSXV: BIO) provides biomedical systems. Key applications include intelligent systems for non-invasive monitoring of common health risks associated with blood pressure and medication. The core technology combines measurement, analysis, and rapid knowledge formation to support health monitoring across global markets. The UFIT® medical device technology powers quality data collection and analytics for clinical diagnostics, self-care, wellness, disease state evaluation & management, and remote patient monitoring. For more information on Biosign, please visit www.biosign.com.

Forward-Looking Statements

This release contains forward-looking statements. Forward-looking statements, without limitation, may contain the words believes, expects, anticipates, estimates, intends, plans, or similar expressions. Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions and Biosign's actual results could differ materially from those anticipated. Forward looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. In the context of any forward-looking information please refer to risk factors detailed in, as well as other information contained in, Biosign's filings with Canadian securities regulators (www.sedar.com).

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

 

Biosign Contact Information

Scott Jenkins, CEO
Biosign Technologies Inc.
Phone: [phone] ext. 234
Email: [email protected]

Kosta Triantos
Bay Street Connect
Phone: [phone]
Email: [email protected]