Develops, manufactures and markets a robust line of rapid diagnostic tests that address some of today's greatest healthcare challenges, including HIV and Hepatitis C.

Free
Message: We need

FOR IMMEDIATE RELEASE

MedMira Completes Acquisition of SensorChem

Halifax, Nova Scotia, February 23, 2006

– MedMira Inc., (“MedMira”) (TSX Venture: MIR,

NASDAQ: MMIRF) the global market leader in premium rapid diagnostic solutions,

announced today that it has closed the transaction to acquire SensorChem International

Corp. (“SensorChem”), that was announced on December 15, 2005.

“We are very excited about the completion of the SensorChem acquisition,” said

Stephen Sham, chairman and CEO, MedMira. “Our new division, Maple BioSciences,

will focus on the commercialization of the breakthrough technologies developed by

SensorChem, bringing to market a new product line and further strengthening

MedMira’s world class suite of diagnostic products.”

Under the terms of the acquisition agreement, MedMira has acquired all of the

outstanding common shares of SensorChem, and retired $1,374,129 in SensorChem debt

and preferred share interests for total consideration of $2,063,729. As consideration for

the transaction, including the debt retirement, MedMira has issued 2,948,184 common

shares at a price of $0.70, including 409,973 common shares to a director of MedMira.

Under the terms of the acquisition agreement, certain shareholders have agreed to

trading restrictions where 2,373,042 of the shares issued cannot be traded for 180 days

from the date of closing and 470,000 shares will be restricted from trading for up to 3

years from the date of closing.

This transaction was subject to the provisions of National Instrument 61-501. Certain

aspects of the National Instrument that apply to "related party" transactions were not

applicable. The Company relied on certain exemptions from this National Instrument,

specifically an exemption from the valuation requirement in Section 5.4, by virtue of

Paragraph 5.5(2), and an exemption from the minority shareholder approval

requirement in Section 5.6, by virtue of Paragraph 5.7(2). In both cases the Company

qualifies for an exemption as this transaction represents less than 25% of the market

capitalization of MedMira. In addition, the transaction was subject to the review and

approval of the Board of Directors without the participation of the director of the

Company who was a related party of SensorChem.

About MedMira

MedMira is the leading global manufacturer and marketer of in vitro flow-through rapid

diagnostic tests. MedMira’s tests provide reliable, rapid diagnosis in just 3 minutes for the

detection of human antibodies in human serum, plasma or whole blood for diseases such as HIV

and hepatitis C. The United States FDA and the SFDA in the People’s Republic of China have

approved MedMira’s

Reveal

™ G2 and MiraWell® rapid HIV tests, respectively.

-moreMedMira’s

Reveal

® G2 and MiraWell® rapid HIV tests are currently used in clinical laboratories,

hospitals, and clinics where professional counselling and patient treatment are immediately

available.

The MiraCare™ Rapid HIV Antibody Test, MedMira’s over-the-counter (OTC) product, is

available in pharmacies throughout Hong Kong and Macao Special Administrative Regions, in

the People’s Republic of China.

MedMira delivers rapid diagnostic solutions to healthcare communities around the globe. Its

corporate offices and manufacturing facilities are located in Halifax, Nova Scotia, Canada with a

representative office in Guilin, China.

This news release contains forward-looking statements, which involve risk and uncertainties and reflect the

company’s current expectation regarding future events. Actual events could materially differ from those

projected herein and depend on a number of factors including, but not limited to, changing market

conditions, successful and timely completion of clinical studies, uncertainties related to the regulatory

approval process, establishment of corporate alliances and other risks detailed from time to time in the

company quarterly filings.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or

accuracy of this statement.

For more information visit MedMira’s website at

www.medmira.com

.

-30-

Contacts:

Dr. James Smith Andrea Young

Investor Relations Corporate Communications

Tel: 902-450-1588 Tel. 902-450-1588

E-mail:



[email protected] Email:

[email protected]

Share
New Message
Please login to post a reply