Miraculins Executes Final Agreement for Acquisition of VeraLight's SCOUT DS(R) Non-Invasive Diabetes Screening Technology

Miraculins Executes Final Agreement for Acquisition of VeraLight's SCOUT DS(R) 
Non-Invasive Diabetes Screening Technology 
Test to Assist in Global Screening of World's Fastest Growing Disease 
WINNIPEG, MANITOBA -- (Marketwired) -- 07/02/13 -- Miraculins Inc.
(TSX VENTURE:MOM), ("Miraculins" or the "Company"), a medical
diagnostic company focused on acquiring, developing and
commercializing diagnostic tests and risk assessment technologies for
unmet clinical needs, is pleased to announce that it has executed a
final purchase agreement with VeraLight, Inc. ("VeraLight") on June
28, 2013, to acquire all of the relevant assets, including
intellectual property, licenses and regulatory approvals,
inventories, data and marketing materials, relating to VeraLight's
SCOUT DS(R) technology, a ground-breaking diabetes screening
technology that non-invasively measures changes in the composition of
a person's skin indicative of pre-diabetes and type 2 diabetes.  
The SCOUT DS(R) will join Miraculins' other non-invasive screening
technology - the PreVu(R) Skin Cholesterol Point-of-Care (POC) Test,
which is the world's first and only skin cholesterol test to assist
with coronary artery disease risk assessment and detection. The SCOUT
DS(R), which in 80 seconds rapidly tests individuals without blood
draw or the need to fast and produces immediate results, will be sold
individually, as well as on a bundled basis with the PreVu(R) POC
Test, as determined by market applications. The SCOUT DS(R) is
indicated for use for the non-invasive screening of individuals 18
years or older that are at risk for pre-diabetes and/or type 2
diabetes.   
"With diabetes being the fastest growing disease in history, as well
as a major risk factor for coronary artery disease, the SCOUT DS(R)
along with the PreVu(R) POC Test will represent the unparalleled
assembly of new, non-invasive tools to assist with the assessment of
millions of individuals at risk worldwide," said Christopher J.
Moreau, President and Chief Executive Officer of Miraculins Inc.
"This acquisition will provide Miraculins and our distribution
network - including the retail pharmacy segment - with another
significant competitive edge, while allowing us to move Miraculins
closer to its corporate mission of becoming a global leader in the
provision of diagnostic tests and risk assessment technologies,
including non-invasive screening platforms."   
"We are very pleased at the imminent closing of this transaction and
the opportunity that it will represent for the SCOUT DS(R) to realize
its full market potential through Miraculins, a company with a strong
diagnostic device pedigree and a clear understanding of the SCOUT
DS(R) opportunity," said Lisa Suennen, Chair of VeraLight, Inc. and a
partner at notable healthcare investor Psilos Group. "We are excited
to soon be working together with Miraculins to help patients by
fostering early identification and treatment of diabetes." Ms.
Suennen will be joining the Miraculins' Board of Directors on the
closing of the transaction.   
The SCOUT DS(R) has already received clearance from Health Canada for
commercial distribution, has been granted a CE Mark in the European
Union, and is also cleared for sale in Mexico. Commercial piloting of
the technology has already taken place in Canada, and multiple
preliminary distribution channels have also been established or
advanced - which Miraculins is reviewing related to renewal and
confirmation - including in countries that may recognize Health
Canada and CE regulatory clearances such as Saudi Arabia, Qatar, the
United Arab Emirates, India, Jordan, Brazil, Turkey and Kuwait.  
Miraculins will be reviewing its FDA strategy regarding the SCOUT
DS(R) towards seeking US marketing clearance as quickly as possible
and will update the market on its plans in this regard shortly. In
the interim, distribution in the United States of the SCOUT DS(R)
system remains limited to investigational use only.  
Acquisition Highlights  
- Miraculins intends to acquire all of the relevant assets, including
intellectual property, licenses and regulatory approvals,
inventories, data and marketing materials, relating to VeraLight's
SCOUT DS(R) technology, in exchange for a combination of cash and
Miraculins' common shares.  
- The purchase price payable by Miraculins to VeraLight pursuant to
the purchase agreement will consist of the following:  
a) the payment of $50,000 on closing and $100,000 within 90 days of
closing;  
b) the issuance to VeraLight of an aggregate of 13,060,315 common
shares in the capital of Miraculins (the "Payment Shares") on the
earlier of the third anniversary of the closing date and upon the
achievement of the $7 Million Dollar Milestone (as defined below),
provided that VeraLight may require the Payment Shares to be issued
to it at any time after the first anniversary of closing;  
c) the issuance to VeraLight of the following additional common
shares in the capital of Miraculins (together with the Payment
Shares, the "Securities"), upon the achievement of the following
milestones:  


 
 i.     1,000,000 common shares upon achievement of cumulative gross        
        revenues in connection with the acquired business of $1,000,000;    
                                                                            
 ii.    3,000,000 common shares upon achievement of cumulative gross        
        revenues in connection with the acquired business of $3,000,000;    
                                                                            
 iii.   3,000,000 common shares upon achievement of cumulative gross        
        revenues in connection with the acquired business of $5,000,000;    
                                                                            
 iv.    3,000,000 common shares upon achievement of cumulative gross        
        revenues in connection with the acquired business of $7,000,000 (the
        "$7 Million Dollar Milestone");                                     
                                                                            
 v.     3,000,000 common shares upon achievement of cumulative gross        
        revenues in connection with the acquired business of $10,000,000    
        (the "$10 Million Dollar Milestone");                               
                                                                            
 vi.    within 30 days of achievement of the $10 Million Dollar Milestone,  
        such number of common shares equal to 19.9% (after giving effect to 
        the issuance) of the aggregate number of common shares of Miraculins
        that are issued subsequent to the closing pursuant to the exercise  
        of stock options, warrants and other convertible securities that are
        issued and outstanding on closing; and                              
                                                                            
 vii.   on each annual anniversary of the achievement of the $10 Million    
        Dollar Milestone and ending on the anniversary following the        
        exercise or expiry of the last stock options, warrants and other    
        convertible securities that are issued and outstanding on closing,  
        such number of common shares equal to 19.9% (after giving effect to 
        the issuance) of the aggregate number of common shares of Miraculins
        that are issued during the prior year pursuant to the exercise of   
        stock options, warrants and other convertible securities that are   
        issued and outstanding on closing; and                              
                                                                            
 viii.  the assumption of approximately $20,000 in trade payables owing by  
        VeraLight.                                                          

 
- The purchase agreement contains representations, warranties and
covenants typical of a transaction of this nature. In addition:  
a) VeraLight agreed that it and its affiliates, collectively, are
prohibited from holding in excess of 19.9% of the issued and
outstanding shares of Miraculins for a period of 10 years following
the closing of the transaction;  
b) Miraculins agreed that for a period of 3 years following closing,
and 2 years thereafter provided that VeraLight holds 10% or more of
the issued and outstanding shares of Miraculins, it shall include one
nominee of VeraLight as part of management's proposed slate of
directors to be elected by shareholders of Miraculins at its annual
meetings;  
c) Miraculins agreed to grant VeraLight certain rights allowing
VeraLight to maintain its proportion of equity ownership in
Miraculins by participating in future equity financings for a period
of 3 years from closing; and  
d) Miraculins agreed to grant a first ranking security over the
assets being purchased to VeraLight to secure the full and timely
performance of all of its obligations to VeraLight under the purchase
agreement, including the obligation to maintain active manufacturing
operations and to invest a minimum amount each fiscal year in the
acquired business, until the Payment Shares are issued or the $7
Million Dollar Milestone is achieved.  
- The closing of the transaction is subject to regulatory approval
relating to the issuance of common shares of Miraculins to VeraLight,
and other customary closing conditions. Miraculins expects the
transaction to close on or prior to July 27, 2013.  
- Miraculins will additionally be retaining two key VeraLight
personnel who were instrumental in the development of the technology
and the manufacturing of the instrumentation, and who will be working
for Miraculins towards the continued advancement of the SCOUT DS(R)
worldwide.  
The Securities have not been and will not be registered under the
U.S. Securities Act of 1933, as amended, or under the securities laws
of any state of the United States, and may not be offered or sold in
the United States or to any U.S. person absent an exemption from such
registration requirements.  
Technology and Market Highlights 
- Diabetes is the fastest growing disease in history, although up to
90% of type 2 diabetes is preventable with early detection and
intervention.(i)  
- By utilizing visible light to non-invasively measure changes in a
person's skin indicative of pre-diabetes and type 2 diabetes (by
having a patient place their forearm on a portable, table-top
instrument that measures Advanced Glycation End Products in the
skin), the SCOUT DS(R) finds more pre-diabetics faster, easier and
more cost-effectively than all alternative world-standard tests
including Fasting Plasma Glucose, Oral Glucose Tolerance, Hemoglobin
A1C, and Finger Stick Blood Glucose.(i)  
- By 2020 it is estimated that 52% of the U.S. population will have
pre-diabetes or type 2 diabetes.(i)  
- Over 628 million people worldwide have pre-diabetes or type 2
diabetes, which is projected to grow to 912 million by 2030 (a 45%
increase); currently 500 million people in the world have undiagnosed
pre-diabetes and undiagnosed type 2 diabetes.(i)  
- Complications from diabetes can lead to blindness, kidney disease,
cardiovascular disease and amputation.(i)  
- Loss of activity further exacerbates the cost of diabetes which
impacts healthcare systems worldwide by over $500 billion (US)
annually; Atlanta Centers for Disease Control estimate U.S. diabetes
costs exceed $218 billion (US) annually.(i)  
(i)Source: VeraLight, Inc.  
CTV NATIONAL NEWS - THE SCOUT DS(R)  
Please click HERE to view a CTV National News story featuring the
VeraLight SCOUT DS(R) non-invasive screening system. This story aired
August 17, 2012 on Canadian national television.   
THE SCOUT DS(R)  
Please click HERE to view more information on VeraLight and the SCOUT
DS(R) non-invasive screening system.   
About VeraLight   
VeraLight, headquartered in Albuquerque, New Mexico, is a
venture-backed medical instrumentation company founded in 2004 to
focus on non-invasive screening for type 2 diabetes. VeraLight's
product, the SCOUT DS(R) system, is the first non-invasive diabetes
screening system designed to provide a highly sensitive and
convenient method for screening for pre-diabetes and type 2 diabetes
based on the presence of diabetes-related biomarkers found in skin.
Unlike current screening methods, a SCOUT DS(R) test requires no
blood draw, no fasting, and no waiting for a lab result. The product
has been used and validated in thousands of patients around the
world. For more information visit http://www.veralight.com.  
About the PreVu Non-Invasive Skin Cholesterol Test   
The PreVu(R) Non-Invasive Skin Cholesterol Point of Care (POC) Test
is a non-invasive, risk assessment technology designed to measure
skin cholesterol - an emerging biomarker in helping to assess risk of
coronary artery disease ("CAD"). The PreVu(R) POC Test is completely
painless, non-invasive, involves no blood draw or needles, and
requires no overnight fasting. The test is conducted on the palm of
the hand in less than 5 minutes with results being immediately
available, facilitating point of care consultation and a next steps
discussion. Skin cholesterol is the cholesterol that has been
deposited and diffused into tissue, as opposed to freely circulating
in the bloodstream, and the skin contains approximately 11% of all
the cholesterol found in the human body, by weight. Elevated skin
cholesterol has been shown in clinical studies to be strongly
associated with an increased risk of significant CAD as measured by
treadmill stress testing and coronary angiography, as well as
measured by testing for coronary calcium, carotid artery thickening,
and carotid artery plaque. The PreVu POC Test does not diagnose the
presence or absence of CAD, but helps to identify patients who may be
at higher, hidden risk for CAD by measuring their levels of skin
cholesterol. The PreVu POC Test is not a substitute or replacement
for blood serum cholesterol testing. For more information visit
www.prevu.com.  
About Miraculins Inc.  
Miraculins is a medical diagnostic company focused on acquiring,
developing and commercializing non-invasive tests for unmet clinical
needs. A significant number of promising diagnostic opportunities
remain un-commercialized because of the sizable gap between the
discovery stage, when research institutions are typically involved,
and the commercialization stage, when the larger commercial
enterprises become interested. Miraculins has direct experience in
bridging this gap. The Company's PreVu(R) technology is a
revolutionary new coronary artery disease risk assessment technology
that measures cholesterol levels in a patient's skin non-invasively,
painlessly and without the need for fasting. Miraculins is also
advancing a suite of biomarkers to aid in the early detection of the
devastating disease of pregnancy known as preeclampsia. The lead
marker in the Company's preeclampsia program is partnered with Alere
Inc., one of the world's largest diagnostic companies. For more
information visit www.miraculins.com.  
Caution Regarding Forward-Looking Information  
Certain statements contained in this press release constitute
forward-looking information within the meaning of applicable Canadian
provincial securities legislation (collectively, "forward-looking
statements"). These forward-looking statements include statements
regarding the completion of the transaction, the competitive edge the
acquisition of SCOUT DS(R) will provide to Miraculins, Miraculins'
plans regarding seeking an FDA Indication of Use for SCOUT DS(R) and
the estimated future incidence of pre-diabetes and type 2 diabetes.
These forward-looking statements relate to, among other things, our
objectives, goals, targets, strategies, intentions, plans, beliefs,
estimates and outlook, including, without limitation, our anticipated
future operating results, and can, in some cases, be identified by
the use of words such as "believe," "anticipate," "expect," "intend,"
"plan," "will," "may" and other similar expressions. In addition, any
statements that refer to expectations, projections or other
characterizations of future events or circumstances are
forward-looking statements.   
These statements reflect management's current beliefs and are based
on information currently available to management. Certain material
factors or assumptions are applied in making forward-looking
statements, and actual results may differ materially from those
expressed or implied in such statements. Important factors that could
cause actual results to differ materially from these expectations
include, among other things: the satisfaction of the closing
conditions of the transaction, including the receipt of TSX Venture
Exchange approval, Miraculins' early stage of development, lack of
product revenues and history of operating losses, uncertainties
related to clinical trials and product development, rapid
technological change, uncertainties related to forecasts,
competition, potential product liability, additional financing
requirements and access to capital, unproven markets, supply of raw
materials, income tax matters, management of growth, partnerships for
development and commercialization of technology, effects of insurers'
willingness to pay for products, system failures, dependence on key
personnel, foreign currency risk, risks related to regulatory matters
and risks related to intellectual property and other risks detailed
from time to time in Miraculins' filings with Canadian securities
regulatory authorities, as well as Miraculins' ability to anticipate
and manage the risks associated with the foregoing. Additional
information about these factors and about the material factors or
assumptions underlying such forward-looking statements may be found
in the body of this news release. Miraculins cautions that the
foregoing list of important factors that may affect future results is
not exhaustive. When relying on Miraculins' forward-looking
statements to make decisions with respect to Miraculins investors and
others should carefully consider the foregoing factors and other
uncertainties and potential events.  
These risks and uncertainties should be considered carefully and
prospective investors should not place undue reliance on the
forward-looking statements. Although the forward-looking statements
contained in this press release are based upon what management
believes to be reasonable assumptions, Miraculins cannot provide
assurance that actual results will be consistent with these
forward-looking statements. Miraculins undertakes no obligation to
update or revise any forward-looking statement except as may required
by law.  
PreVu(R) is a registered trademark of Miraculins Inc. All Rights
Reserved. 2013. 
To view the photo associated with this press release, please visit
the following link: http://www.marketwire.com/library/20130702-884213
_Scout_Photo_800.jpg. 
To view the video associated with this press release, please visit
the following link: http://www.youtube.com/watch?v=K3wEydwYNcw.  
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release. 
Image Available: http://www.marketwire.com/library/20130702-884213_Sc
out_Photo_800.jpg 
Contacts:
Christopher J. Moreau
President & CEO
Miraculins Inc.
204-477-7599
204-453-1596 (FAX)
info@miraculins.com
www.miraculins.com 
Lisa Suennen
Chair, VeraLight
Managing Member, Psilos Group
415-945-7010
lisasuennen@psilos.com
 
 
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