13:43:47 EDT Thu 02 May 2024
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or Name
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CA



Med BioGene Inc
Symbol MBI
Shares Issued 77,607,833
Close 2014-09-02 C$ 0.05
Market Cap C$ 3,880,392
Recent Sedar Documents

ORIGINAL: Med dissident says company's plan puts future at risk

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

Received by email:

File: News Release - September 2, 2014 (Q2 FS) (01082070).docx

PRESS RELEASE

September 2, 2014


DR. WEIR-JONES RESPONDS TO INTERIM Q2 FINANCIAL STATEMENTS RELEASED BY MANAGEMENT  As previously announced, Dr. Iain W
--->eir-Jones has nominated four persons for election to the board of directors at MBI's Annual General and Special Meetin
--->g of Shareholders, originally scheduled in Vancouver on August 22, 2014 and postponed by Management to September 5, 20
--->14 (the "Meeting").  The four nominees (the "Nominees for Change") are Dr. Iain Weir-Jones, Toby Weir-Jones, David Die
--->bolt, and Dr. Terence W. Friedlander, M.D.  The biographies of the Nominees for Change are included in the Press Relea
--->se filed by Dr. Weir-Jones on August 15, 2014.
On Friday, August 29, 2014, MBI Management and Directors released the Company's unaudited financial results for the si
--->x months ending on June 30, 2014.  The filings included the Condensed Consolidated Interim Financial Statements (the "
--->Q2 Financial Statements").  In this press release, Dr. Weir-Jones comments specifically on the Q2 Financial Statements
--->.  As is evident from the Q2 Financial Statements and the following press release, the business plan of current manage
--->ment 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 though
--->t so as well; this might explain why they were released late in the evening on the Friday before a long weekend. The C
--->ompany 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 USD, no doubt to reduce t
--->he sticker shock to Canadian shareholders, we see that the burn rate is still more than C $20,000/month. Management sh
--->amelessly 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 30th, 2014 was USD $
--->50,000 and continues to grow."

Using the figures abstracted from the Q2 Financial Statements, it is apparent that the accrued amount will have reache
--->d more than C $85,000 by August 31, 2014. Furthermore, it will continue to grow for the foreseeable future because cur
--->rent management shows no inclination to reduce their remuneration.

Business Plan of Dr. Weir-Jones, the Nominees for Change

The Weir-Jones team business plan and scenario for the next 30 months offers a rational survival strategy until late 2
--->016 with dilution of 8 million shares with the private placement of C $200,000. This is less than half the dilution as
--->sociated with Mr. Broshko's plan over a somewhat shorter period, 17.6 million shares and warrants. The additional dilu
--->tion of 9.6 million shares associated with Mr. Broshko's plan is primarily due to his insistence that management and t
--->he 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 an
--->d fees, is not only suicidal, but that it puts the Company's future existence at risk. MBI cannot continue to bleed re
--->d ink, create unfunded liabilities, and still remain a credible business partner for Precision Therapeutics Inc. Even 
--->if Mr. Broshko's non-brokered private placement were to put C $200,000 into MBI's treasury, approximately C $85,000 ha
--->s already been committed for the salaries and fees which will have accrued to the end of August 2014. The balance of t
--->he placement, combined with the C $60,000 estimated to remain in MBI's treasury means that the Company will have about
---> C $175,000 in available funds. On this basis, at Mr. Broshko's burn rate of more than $20,000/month (actual and accru
--->ed), it will be about 9 months until MBI again has a working capital deficiency. This will require further funding and
---> dilution to avoid becoming insolvent and possibly breaching the covenants contained in the April 2011 agreement with 
--->Precision Therapeutics Inc.

Tables #1 and #2 compare the details and dilution effects of the Weir-Jones financing plan and operating strategy with
---> the one proposed by current management. It is immediately apparent that not only does the Weir-Jones plan result in l
--->ess than half as much dilution over a longer period, 8 million shares vs. 17.6 million, and 30 months operations vs. 1
--->8 months, but that Mr. Broshko's plan will require a second tranche of financing in late Spring 2015 with additional d
--->ilution and associated risk. This will have to be done to eliminate the risk of the Company having a working capital d
--->eficiency. Table #2 summarizes and compares figures which have been abstracted or derived from the Q2 Financial Statem
--->ents. It must be noted that these unaudited statements may not accurately reflect the Company's actual financial situa
--->tion.  However they have been formally published and certified by the Company and are presumably reasonably accurate g
--->iven the limited scope of its activity.

 Date & Activity
 Weir-Jones Plan:
 Current Management (Erinn Broshko) Plan:
 Variance of EB financing plan
 
 
 $ to MBI
 Shares Issued
 Duration of Funding @ $6K/month
 $ to MBI
 Shares Issued
 Duration of Funding @ $20K/month
 
 
 Sept 5, 2014
W-J and EB private placement
 $200,000
 4 million
@ $0.05
 32 months, estimated to March 31, 2017
 $200,000
 4 million + 400,000 compensation
@ $0.05
 10 months, estimated to June 2015
 4.8 million shares to April 2016
 
 July 2015
EB needs further private placement
 No funds required
 N/A
 
 $200,000
 4 million + 400,000 compensation
@ $0.05
 10 months, estimated to April 2016
 
 
 May 2016
EB plan needs further private placement
 No funds required
 
 
 Additional funds required?
 ?
 
 ?
 
 Warrants associated with private placement
 
 4 million
@ $0.10
 
 
 8.8 million
@ $0.10
 
 4.8 warrants to April 2016
 
 Dilution due private placement
 
 8 million shares
 
 
 17.6 million shares
 
 9.6 million shares
 
 
Table 1: Comparison of the total dilution to the MBI shareholders associated with the adoption of the Weir-Jones and E
--->rin Broshko funding offers. The share conversion prices are considered to be equal in both cases but the burn rates di
--->ffer. The Weir-Jones burn rate assumes no accrual of management fees/salaries. The burn rate for Erinn Broshko assumes
---> a burn rate which includes accrued salaries and fees as well as compensation options of 10% for funding. 
 
 
 Item from Q2 Interim
 2014
 2013 Comp
 
 
 
 1.
 Loss during 6 months period to June 30, including salaries + fees, accrued or actual (2013)
 $129,881
 $217,585
 
 
 
 2.
 Average operating cost for 6 months to June 30,
(1) / 6 (burn rate)
 $21, 647
 $36,264
 
 
 
 3.
 Total operating cost for 3 months to June 30, including salaries + fees, accrued or actual (2013)
 $57,060
 $139,171
 
 
 
 4.
 Less extraordinary item (legal fees)
 0
 $63,675
 
 
 
 5.
 Total operating cost for 3 months to June 30, including salaries + fees, accrued or actual (2013) + extraordinary ite
--->ms
 $57,060
 $75,496
 
 
 
 6. 
 Average operating cost for 3 months to June 30th, (5) / 6 (burn rate)
 $19,020
 $25,165
 
 
 
 7.
 Actual general and administrative expenses to June 30 including accrued salaries and fees, 3 months 
 $9,507
 ?
 
 
 
 8.
 Average G+A expenses for 3 months to June 30 (7) / 3
 $3,170
 ?
 
 
 
 9.
 Accrued salaries and fees for 3 months to June 30, (5) - (7)
 $47,553
 ?
 
 
 
 10.
 Average monthly salaries or fees (9) / 3 accrued to June 30 calculated from Q2 interim statement
 $15,851
 N/A
 
 
 
 11.
 Debt due to management and directors as of June 30 stated in Q2 interim statement
 $50,500
 N/A
 
 
 
 12.
 Discrepancy between (9) an (11), 
maybe rounding error
 ~ $3,000
 N/A
 
 
 
 13.
 Conclusions:
(1) Projected annual operating costs based upon 3 months to June 30, 2013 (6) x 12
 
 
 $228,240
 
 
 14.
 (2) Accrued salaries + fees due upon demand for 5 month period to August 31, 2014 (10) x 5
 
 
 $79,255
 
 
 15.
 (3) Cash + equivalents as of June 30, 2014
 $83,102
 
 
 
 
 16.
 (4) Working capital deficiency as of June 30, 2013
 <$18,316>
 
 
 
 
 17.
 (5) Net cash + equivalents as of June 30 
       (15) - (16)
 $64,786
 
 
 
 
 18.
 (6) Working capital available on August 31, 
       (17) - (14)
 <$14,469>
 
 
 
 
 19.
 (7) Cash available to MBI commencing September 1st after private placement of $200,000.  
$200,000 - (18)
 $185,531
 
 
 
 
 20.
 (8) Time to next private placement if current burn rate continues. Time to next dilution (19) / (6)
 
 
 
 < 10 months
 
 
Table 2
 
Certain information in this press release contains forward-looking information and statements ("forward-looking inform
--->ation") of MBI under applicable Canadian and United States legislation. Words such as "anticipates," "believes," "esti
--->mates," "expects," "intends," "may," "plans," "projects," "will," "would" and similar expressions are intended to iden
--->tify forward-looking information, although not all forward-looking information contains these identifying words. Forwa
--->rd looking information includes, but is not limited to, that with respect to the timing, completion and/or results of 
--->clinical trials or studies, the timing for commercialization of any products, future profits, future product revenues,
---> future shareholder value, future operations and plans, the completion and use of proceeds from transactions or financ
--->ings and the prospects for negotiating partnerships or collaborations and their timing. This forward-looking informati
--->on is only a prediction based upon MBI's current expectations, and actual events or results may differ materially. MBI
---> may not actually achieve the plans, intentions or expectations disclosed in its forward-looking information. Forward-
--->looking information is subject to known and unknown risks and uncertainties and is based upon uncertain assumptions th
--->at could cause MBI's actual results and the timing of events to differ materially from those anticipated in such forwa
--->rd-looking information. You are cautioned not to place undue reliance on this forward-looking information, which speak
---> only as of the date of this press release. MBI's forward-looking information does not reflect the potential impact of
---> any future partnerships, collaborations, acquisitions, mergers, dispositions, joint ventures or investments that MBI 
--->may make. All forward-looking information herein is qualified in its entirety by this cautionary statement and MBI und
--->ertakes no obligation to revise or update any such forward-looking information as a result of new information, future 
--->events or otherwise after the date of this press release, other than as required by applicable law. Certain informatio
--->n included in this press release in respect of Precision and its scientific, clinical and/ or commercialization effort
--->s and expectations have been provided to MBI by Precision. MBI may not have been able to confirm the accuracy of such 
--->information and you should not place undue reliance on any such information, including any information regarding Preci
--->sion that may constitute forward-looking information. A redacted copy of the commercialization agreement between MBI a
--->nd Precision may be found at www.sedar.com. Each trademark, trade name or service mark of any entity appearing in this
---> press release belongs to its holder.
 Additional Information
The following information is provided in accordance with Canadian corporate and securities laws applicable to public b
--->roadcast solicitations.  
Dr. Weir-Jones is publicly soliciting proxies for the Meeting in reliance upon the public broadcast exemption to the s
--->olicitation requirements under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 5
--->1-102") and under applicable Canadian securities laws and corporate law requirements, which solicitation may be convey
--->ed by way of public broadcast, including through press releases, speeches or publications, and by any other manner per
--->mitted under applicable Canadian laws.
This solicitation is being made by Dr. Weir-Jones and is not by or on behalf of management of MBI.  The costs incurred
---> in connection with the solicitation will be borne by Dr. Weir-Jones.  Following the Meeting, Dr. Weir-Jones intends t
--->o request that the board of directors of MBI authorize MBI to reimburse Dr. Weir-Jones for his out of pocket expenses 
--->in connection with the solicitation of proxies referred to above.  Dr. Weir-Jones may choose to defer the timing for s
--->uch reimbursement, for example until after the next milestone payment is received from Precision.
The address of MBI is 510 - 580 Hornby Street, Vancouver, BC, V6C 3B6.
Dr. Weir-Jones has filed this release containing the information required by section 9.2(4)(c) of NI 51-102 and has fi
--->led a separate document containing the information required by Form 51-102F5 - Information Circulars, in respect of it
--->s proposed nominees on MBI's company profile on SEDAR at www.sedar.com.
A registered shareholder of MBI that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing 
--->a later date and returning it in accordance with the instructions contained in the form of proxy; (b) by depositing an
---> instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case
---> may be: (i) at the registered office of MBI at any time up to and including the last business day preceding the day o
--->f the Meeting at which the proxy is to be used, or (ii) with the chairman of the Meeting on the day of the Meeting; or
---> (c) in any other manner permitted by law. A non-registered holder of common shares of MBI will be entitled to revoke 
--->a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary 
--->in accordance with the instructions given to the non-registered holder by its intermediary.
To the knowledge of Dr. Weir-Jones, neither Dr. Weir-Jones, nor any of his associates, affiliates, nor any of the Nomi
--->nees for Change or their respective associates or affiliates, has (i) any material interest, direct or indirect, in an
--->y transaction since the commencement of MBI's most recent completed financial year or in any proposed transaction whic
--->h has materially affected or would materially affect MBI or any of its subsidiaries; or (ii) any material interest, di
--->rect or indirect, by way of beneficiary ownership of securities or otherwise, in any matter currently known to be acte
--->d upon at the Meeting other than the election of directors. 





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