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Med BioGene Inc
Symbol MBI
Shares Issued 77,607,833
Close 2014-09-02 C$ 0.05
Market Cap C$ 3,880,392
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Med dissident says company's plan puts future at risk

2014-09-02 16:48 ET - News Release

Dr. Iain Weir-Jones, dissident shareholder, reports

DR. WEIR-JONES RESPONDS TO INTERIM Q2 FINANCIAL STATEMENTS RELEASED BY MANAGEMENT

As previously announced, Dr. Iain Weir-Jones has nominated four persons for election to the board of directors at Med BioGene Inc.'s annual general and special meeting of shareholders, originally scheduled in Vancouver on Aug. 22, 2014, and postponed by management to Sept. 5, 2014. The four nominees are Dr. Iain Weir-Jones, Toby Weir-Jones, David Diebolt and Dr. Terence W. Friedlander, MD. The biographies of the nominees for change are included in the press release filed by Dr. Weir-Jones on Aug. 15, 2014.

On Friday, Aug. 29, 2014, MBI management and directors released the company's unaudited financial results for the six months ending on June 30, 2014. The filings included the condensed consolidated interim financial statements. In this press release, Dr. Weir-Jones comments specifically on the second quarter financial statements. As is evident from the Q2 financial statements and the following press release, the business plan of current management puts the company's future existence at risk.

Q2 financial statements released by MBI -- grim reading for shareholders

Late last Friday evening, MBI management and directors released the company's unaudited financial results for the six months ending on June 30, 2014. They make grim reading for shareholders, and one can only hope that management thought so as well; this might explain why they were released late in the evening on the Friday before a long weekend. The company continues to fritter away the few funds left in the treasury.

Turning to the specifics buried randomly in the Q2 financial statements, which are stated in U.S. dollars, no doubt to reduce the sticker shock to Canadian shareholders, the burn rate is still more than $20,000/month. Management shamelessly informs the long suffering MBI shareholders that the debt owed to management and directors "is due and payable upon demand. The debt amount owing to management and directors as of June 30, 2014, was $50,000 (U.S.) and continues to grow."

Using the figures abstracted from the Q2 financial statements, it is apparent that the accrued amount will have reached more than $85,000 by Aug. 31, 2014. Furthermore, it will continue to grow for the foreseeable future because current management shows no inclination to reduce their remuneration.

Business plan of Dr. Weir-Jones, the nominees for change

The Dr. Weir-Jones team business plan and scenario for the next 30 months offers a rational survival strategy until late 2016 with dilution of eight million shares with the private placement of $200,000. This is less than half the dilution associated with Mr. Broshko's plan over a somewhat shorter period, 17.6 million shares and warrants. The additional dilution of 9.6 million shares associated with Mr. Broshko's plan is primarily due to his insistence that management and the directors continue to accrue salaries and fees as outlined above.

It must be obvious to the current management that their business plan, based upon the continued accrual of salaries and fees, is not only suicidal, but that it puts the company's future existence at risk. MBI cannot continue to bleed red ink, create unfinanced liabilities and still remain a credible business partner for Precision Therapeutics Inc. Even if Mr. Broshko's non-brokered private placement were to put $200,000 into MBI's treasury, approximately $85,000 has already been committed for the salaries and fees which will have accrued to the end of August, 2014. The balance of the placement, combined with the $60,000 estimated to remain in MBI's treasury, means that the company will have about $175,000 in available funds. On this basis, at Mr. Broshko's burn rate of more than $20,000/month (actual and accrued), it will be about nine months until MBI again has a working capital deficiency. This will require further financing and dilution to avoid becoming insolvent and possibly breaching the covenants contained in the April, 2011, agreement with Precision Therapeutics.

The Dr. Weir-Jones plan will result in less than half as much dilution over a longer period, eight million shares versus 17.6 million, and 30 months operations versus 18 months, but Mr. Broshko's plan will require a second tranche of financing in late spring 2015 with additional dilution and associated risk. This will have to be done to eliminate the risk of the company having a working capital deficiency.

We seek Safe Harbor.

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