/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/ QUEBEC CITY, May 13 /CNW/ - Medicago Inc. ("Medicago") (TSX-V: MDG), a biotechnology company focused on developing highly effective and affordable vaccines based on proprietary manufacturing technologies and Virus-Like Particles, is pleased to announce that it has received the final approval from the Toronto Stock Exchange (the "TSX") to graduate from the TSX Venture Exchange and list its common shares on the TSX. Medicago's common shares will commence trading on the TSX on May 14, 2010 under the symbol "MDG". Medicago is also pleased to announce that it has entered into a Standby Equity Distribution Agreement ("SEDA") with YA Global Master SPV Ltd. ("YA Global"), a fund managed by Yorkville Advisors, LLC, whereby Medicago has the option, once the Company obtains all necessary regulatory approvals, at its sole discretion, to issue and sell, and YA Global is committed to purchase, up to CAD $10 million of common shares from Medicago in tranches. (the "Common Shares"). "We currently have the resources in place to reach our clinical milestones," said Andy Sheldon, President and CEO of Medicago. "However, the addition of this tool provides us with a flexible, low-cost source of capital, at a time and an amount of our choice, allowing our primary focus to remain on the execution of our development plans." "We are excited about our potential investment in Medicago as their plant-based vaccine technology represents a much needed alternative to the traditional method of vaccine production," said Dr. Michael J. Nowak, Managing Director at Yorkville Advisors. "Medicago's approach has the potential to rapidly and cost-efficiently deliver large volumes of effective vaccines in a scalable manner," added Mr. Sheldon. In accordance with the terms of the SEDA, Medicago will have the right, from time to time during a period of up to 36 months from the date of the SEDA, to issue and sell to YA Global, and YA Global undertakes to acquire from Medicago, Common Shares for a maximum aggregate consideration of $10,000,000 (the "Commitment Amount") upon exercise by Medicago of a draw down (each, a "Draw Down"). The maximum amount of a Draw Down will be the lesser of $500,000 or the remaining portion of the Commitment Amount. In connection with the SEDA, the Company will file a preliminary short-form base shelf prospectus with the applicable securities authorities and this filing, once final, will allow the Company to qualify the shares issued under this SEDA, which, consequently, will not be subject to resale restrictions.
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