/NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA/
TSX VENTURE EXCHANGE: MFS.P
TORONTO, Feb. 13 /CNW/ - Medifocus Inc. ("Medifocus"), a capital pool
company, announces that it has engaged Becher McMahon Capital Markets Inc.,
Maison Placements Canada Inc. and Paradigm Capital Inc. (collectively the
Agents") to act as agents in connection with a private placement of up to
25,000,000 units at a price of $0.50 per unit (the "Offering"). Each unit will
consist of one common share and one common share purchase warrant, entitling
the holder to purchase one additional common share at a price of $0.60 for a
period of 24 months following the closing of the Offering.
The Offering is expected to close on or about February 25, 2008. On
November 10, 2006, Medifocus announced an arm's length qualifying transaction
with Celsion (Canada) Limited (the "Qualifying Transaction") in accordance
with the policies of the TSX Venture Exchange Inc. (the "Exchange"). The
Qualifying Transaction is to be completed concurrently with the Offering and,
if necessary, proceeds of the Offering will be held in escrow until approval
of the Qualifying Transaction by the Exchange. Medifocus will also not incur
any transaction fees or costs, outside of those permitted pursuant to the
Exchange's Policy 2.4 - Capital Pool Companies ("Policy 2.4"), until the
Exchange has approved the Qualifying Transaction. The terms and conditions of
the Qualifying Transaction remain unchanged except for the consideration to be
received by the shareholders of Celsion (Canada) Limited which will be
modified to reflect the Offering. For further details about the Qualifying
Transaction, please refer to Medifocus' press release dated November 10, 2006.
Medifocus will also withdraw its previously filed preliminary prospectus
and expects that the trading of its common shares will resume once it has
fulfilled the conditions of Policy 2.4.
Since November 16, 2006, Medifocus has continued to work towards the
successful completion of the Qualifying Transaction. There have been no other
material changes to the business or affairs of Medifocus since November 10,
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The
securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within the
United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from
such registration is available.
The TSX Venture Exchange Inc. does not accept responsibility for the
adequacy or accuracy of this release.
For further information:
For further information: Herbert S. Gasser, Medifocus Inc., Chief
Executive Officer, Chief Financial Officer and Director, Telephone: (416)