MATERIAL CHANGE REPORT
UNDER NATIONAL INSTRUMENT 51-102
Item 1 Name and Address of Company
Ondine Biopharma Corporation
910-1100 Melville Street
Vancouver, B.C.
V6E 4A6
(the "Company" or "Ondine")
Item 2 Date of Material Change
June 26, 2009
Item 3 News Release
A press release was issued by the Company through newswire services on June 29, 2009.
Item 4 Summary of Material Change
The Company announced the closing of a non-brokered private placement by issuing 8,395,275 units at a price of $0.11 per unit for gross proceeds of C$923,480. Each unit consisted of one common share and one common share purchase warrant entitling the holder to acquire one common share of the Company at an exercise price of $0.15 until June 26, 2011.
Item 5 Full Description of Material Change
Ondine, a medical technology company developing photodisinfection based products, has closed a non-brokered private placement (the "Placement") by issuing 8,395,275 units at a price of $0.11 per unit (a "Unit") for gross proceeds of C$923,480 to qualified investors pursuant to applicable exemptions. Each Unit consisted of one common share and common share purchase warrant (a "Warrant") entitling the holder to acquire one common share of the Company at an exercise price of $0.15 until June 26, 2011. The common shares issued as part of the Units and the common shares issuable on exercise of the Warrants are subject to a hold period in Canada expiring October 27, 2009.
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 directors of the Company who did not participate in the offering approved the Placement.
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