FOR: ONDINE BIOPHARMA CORPORATION
TSX, AIM SYMBOL: OBP
February 23, 2009
Ondine Biopharma Announces Private Placement Equity Financing
VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 23, 2009) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Ondine Biopharma Corporation (TSX:OBP)(AIM:OBP) (the "Company") a medical technology company
developing photodisinfection based products, today announced it has closed the second tranche of its
previously announced non-brokered private placement by issuing 1,650,168 common shares at a price of
$0.06 per share for aggregate gross proceeds of C$99,010 to qualified investors pursuant to applicable
exemptions. The common shares issued are subject to a four month hold period in Canada and can not be
traded through the facilities of the Toronto Stock Exchange until June 21, 2009. An application has
been made for the 1,650,168 common shares issued under the private placement to be admitted to trading
on AIM, and admission is expected to occur on February 26, 2009.
Ms. Carolyn Cross, Director, Chairman and CEO of the Company and therefore an insider of the Company,
participated in this tranche for an aggregate of 333,334 common shares for total gross proceeds of
$20,000. Ms. Cross's participation in this tranche of the private placement was within certain
prescribed regulatory limits such that it did not require shareholders' approval.
The sale of common shares to the insider constitutes a "related party transaction" pursuant to
securities regulation. However, the transaction is exempt from applicable formal valuation and
minority shareholder approval requirements in Canada as neither the fair market value of the common
shares nor the consideration paid by such insider for the common shares exceeds 25% of the market
capitalization of the Company. The material change report in respect of this transaction was not filed
at least 21 days in advance of the closing of the offering as the Company was in need of the funds.
The Company considers the shortened timeframe to be reasonable under these circumstances.
The proceeds will be used for the continued research and development of new products based on the
Company's photodisinfection technology, including the Company's MRSA product currently under
development, for working capital, and for general corporate purposes. The completion of subsequent
closings is subject to certain conditions including, but not limited to, the receipt of all necessary
approvals.
Following the above transaction, Ms. Cross and members of her immediate family have a beneficial
interest in an aggregate of 13,762,042 common shares, representing 19.67% of the post closing issued
share capital of the Company.
Following the private placement of 1,650,168 common shares, the Company will have a total issued share
capital of 69,979,344 common shares.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of
the securities in the United States. The securities have not been and will not be registered under the
U.S. Securities Act or any state securities laws and may not be offered or sold within the United
States unless registered under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
About Ondine Biopharma Corporation
Ondine is developing non-antibiotic therapies for the treatment of a broad spectrum of bacterial,
fungal and viral infections. The Company is focused on developing leading edge products utilizing its
patented light-activated technology. Photodisinfection provides broad-spectrum antimicrobial efficacy
without encouraging the formation and spread of antibiotic resistance. The Company is based in
Vancouver, British Columbia, Canada, with a research and development laboratory in Bothell,
Washington, USA, and an international office in St. Michael, Barbados. For additional information,
please visit the Company's website at: www.ondinebiopharma.com.
Forward-Looking Statements:
Certain statements contained in this release containing words like "believe", "intend", "may",
"expect" and other similar expressions, are forward-looking statements that involve a number of risks
and uncertainties. Factors that could cause actual results to differ materially from those projected
in the Company's forward-looking statements include the following: market acceptance of our
technologies and products; our ability to obtain financing; our financial and technical resources
relative to those of our competitors; our ability to keep up with rapid technological change;
government regulation of our technologies; our ability to enforce our intellectual property rights and
protect our proprietary technologies; the ability to obtain and develop partnership opportunities; the
timing of commercial product launches; the ability to achieve key technical milestones in key products
and other risk factors identified from time to time in the Company's public filings.
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FOR FURTHER INFORMATION PLEASE CONTACT:
Ondine Biopharma Corporation
Carolyn Cross
Chairman and Chief Executive Officer
(604) 669-0555
Email: ccross@ondinebiopharma.com
Website: www.ondinebiopharma.com
OR
Canaccord Adams Ltd.
Neil Johnson / Ryan Gaffney
Nominated Adviser
+4420 7050 6500
The TSX Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of
this release.
Ondine Biopharma Corporation