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CONJUCHEM BIOTECHNOLOGIES INC. ANNOUNCES
FILING OF FINAL PROSPECTUS

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED STATES.
Montreal, Quebec, November 21, 2006 — ConjuChem Biotechnologies Inc. (TSX:
CJB) today announced that it has filed a final short form prospectus with the securities
regulatory authorities in each of the provinces of Canada further to the announcement of
the filing of a preliminary short form prospectus on November 8, 2006. The prospectus
qualifies a public offering of (i) 57,690,000 units at a price of $0.65 per unit on a firm
underwritten basis and (ii) a maximum of 127,310,000 additional units on a best efforts
basis on the same terms. Each unit consists of one common share of ConjuChem and one
half of a common share purchase warrant. Each whole warrant will entitle its holder to
purchase one common share for a period of 3 years from the closing of the offering at a
purchase price of $1.00 per share. The offering is expected to close on or about
November 28, 2006.
The offering is being made through a syndicate of underwriters co-led by Dundee
Securities Corporation and Sprott Securities Inc. and that includes Orion Securities Inc.
and Versant Partners Inc. (the “Underwriters”). For their services in connection with the
distribution of the units, the Underwriters will receive a fee of $0.0325 per unit sold as
well as warrants (the “Underwriters’ Warrants”) to purchase an aggregate of 2,884,500
units. Each Underwriters’ Warrant will entitle the holder to purchase, at any time within 3
years from the closing of the offering, one unit that is identical to the units being sold
pursuant to the offering. If the Underwriters’ Warrants are exercised in full and the
warrants underlying the units underlying the Underwriters’ Warrrants are also exercised
in full, 4,326,750 common shares will be issued pursuant to the Underwriters’ Warrants,
representing 7.8% of ConjuChem’s current issued and outstanding common shares.
The Underwriters have advised ConjuChem that they have successfully solicited offers
for the purchase of the additional 127,310,000 units. Subject to the fulfillment of the
conditions contained in the underwriting and agency agreement entered into between
ConjuChem and the Underwriters, it is expected that the maximum offering will be
completed resulting in the issuance of a total of 277,500,000 common shares (assuming
full exercise of the warrants), representing approximately 502.7% of ConjuChem’s
current issued and outstanding common shares. On completion of the maximum offering,
a total of 281,826,750 common shares (assuming full exercise of the warrants and the
Underwriters’ Warrants) will be issued, representing approximately 510.5% of
ConjuChem’s current issued and outstanding common shares.
No shareholder currently owns or exercises control over a number of common shares of
ConjuChem representing a “control block” and following the closing of the offering, no
shareholder will own or exercise control over a number of common shares representing a
“control block”. To ConjuChem’s knowledge, directors and officers of ConjuChem
intend to subscribe for 438,462 common shares (assuming full exercise of the warrants)
pursuant to the offering, representing approximately 0.8% of ConjuChem’s current issued
and outstanding common shares. Following the closing of the offering, two shareholders
will own or exercise control over 10% or more of ConjuChem’s issued and outstanding
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common shares, being Baker Bros. Advisors, LLC, which currently exercises control
over 7,530,055 common shares, representing approximately 13.6% of the current issued
and outstanding common shares, and which will exercise control over 67,530,055
common shares (assuming full exercise of the warrants), representing approximately
122.3% of ConjuChem’s current issued and outstanding common shares, and two
investment funds managed by Great Point Partners, LLC which will own 47,800,782
common shares (assuming full exercise of the warrants), representing approximately
86.6% of ConjuChem’s current issued and outstanding common shares. Consequently, to
ConjuChem’s knowledge, current insiders of the corporation, namely Baker Bros.
Advisors, LLC and the directors and officers of ConjuChem, will subscribe, as aforesaid,
for a total of 60,438,462 common shares (assuming full exercise of the warrants),
representing approximately 109.5% of ConjuChem’s current issued and outstanding
shares.
As the Toronto Stock Exchange (the “TSX”) has exercised its discretionary power
pursuant to Section 606(b) of the TSX Company Manual to apply certain rules of the
TSX Company Manual to the prospectus offering due to the number of common shares
and the price per unit exceeding respectively the maximum permitted number of
securities issuable and the maximum permitted discount, the participation of insiders in
the prospectus offering, a potential change of control and the exercise price of the
warrants being lower than market price at the time of the signing of the underwriting
agreement between ConjuChem and the Underwriters, which rules would require
shareholder approval, ConjuChem has obtained an exemption from the TSX from the
requirement to seek shareholder approval pursuant to Section 604(e) of the TSX
Company Manual on the basis of its financial hardship.
In addition, due to the participation of Baker Bros. Advisors, LLC, the transaction is a
related party transaction for the purposes of OSC Rule 61-501 and Quebec Regulation
Q-27 and ConjuChem is relying on exemptions from the valuation and minority approval
requirements of OSC Rule 61-501 and Quebec Regulation Q-27 based on a determination
of financial hardship.
A special committee of the Board of Directors of ConjuChem (the “Board”) composed of
Mark Perrin, Steve Perrone and Jacques Lapointe, each of whom is free from any interest
in the prospectus offering and is unrelated to any of the parties involved in the prospectus
offering, recommended the proposed financing and that ConjuChem make an application
to the TSX for an exemption from the requirement to seek shareholder approval based on
a determination of financial hardship. Based on this recommendation, the Board has
determined that ConjuChem is currently in serious financial difficulty, that the prospectus
offering is designed to improve its financial position and is reasonable in the
circumstances, and has approved the offering.
ConjuChem is announcing that it is relying on the financial hardship exemption provided
in Section 604(e) of the TSX Company Manual pursuant to the requirements of this
section. With the completion of the maximum proposed offering, ConjuChem will have
sufficient funds to pay the amount payable on maturity in respect of all outstanding
convertible notes of ConjuChem controlled by Baker Bros. Advisors, LLC which become
due in December 2008, and expects to have the financial resources necessary to advance
its lead clinical program for PC-DACTM: Exendin-4 and further develop its research
pipeline. The funds earmarked to pay the amount payable on maturity in respect of the
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convertible notes will be placed in a separate escrow account following the closing of the
offering pending payment.
THE SECURITIES OFFERED HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY THE SECURITIES, NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN
ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
About ConjuChem Biotechnologies Inc.
ConjuChem, developer of next generation medicine from therapeutic peptides, is creating
long-acting compounds based on bioconjugation platform technologies. When applied to
peptides, the Company’s systemic DACTM and PC-DACTM technologies enable the
creation of new drugs with significantly enhanced therapeutic properties as compared to
the original peptide. A detailed description of the Company can be viewed on the
Company’s website at www.conjuchem.com.
FORWARD-LOOKING STATEMENTS
Some of the statements made herein may constitute forward-looking statements. These
statements relate to future events or our future financial performance and involve known
and unknown risks, uncertainties and other factors that may cause ConjuChem’s actual
results, performance or achievements to be materially different from those expressed or
implied by any of the Company’s statements. Actual events or results may differ
materially. We disclaim any intention, and assume no obligation, to update these
forward-looking statements.
For more information, please contact:
Lennie Ryer, CA
Vice President Finance, CFO
ConjuChem Biotechnologies Inc.
514 844-5558 ext. 224
[e-mail]
Michael Polonsky
Investor Relations
416 815-0700 ext. 231
416 815-0080
[e-mail]
Christian Marcoux, LLB
Manager, Listed Issuer Services
Toronto Stock Exchange
514 788-2403
[e-mail]

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www.conjuchem.com

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Das sind die Nachrichten von gestern. www.stockwatch.com


2006-11-28 11:50 0.68 SEDAR Early Warning Report SEDAR Early Warning Report

2006-11-28 10:36 0.68 News Release ConjuChem sells 40 million units to Baker Brothers

2006-11-28 10:18 0.68 News Release ConjuChem closes $120-million financing

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ConjuChem sells 40 million units to Baker Brothers


2006-11-28 10:36 ET - News Release

Mr. Leo Kirby of Baker Biotech reports

BAKER BROTHERS INVESTMENTS ACQUIRES ADDITIONAL SECURITIES OF CONJUCHEM BIOTECHNOLOGIES INC.

ConjuChem Biotechnologies Inc. has closed its public offering of units at the offering price of 65 cents per unit. Baker Biotech Fund I LP, Baker Brothers Life Sciences LP and 14159 LP (collectively, Baker Brothers Investments) acquired 40 million units of ConjuChem. Each unit consists of one common share of ConjuChem and one-half of one common share purchase warrant. Each whole warrant entitles Baker Brothers Investments to acquire one common share of ConjuChem at an exercise price of $1 per share. Following this acquisition, Baker Brothers Investments, together with any joint actors, beneficially own and control a total of 47,530,055 common shares of ConjuChem (or approximately 19.78 per cent of the issued and outstanding common shares of ConjuChem) and beneficially own directly, and indirectly through their ownership of convertible securities, a total of 76,212,326 common shares of ConjuChem, representing, assuming the conversion of such convertible securities, approximately 28.34 per cent of the outstanding common shares of ConjuChem following the public offering.

Baker Brothers Investments has acquired the ConjuChem securities for investment purposes only. Depending on market conditions and other factors, Baker Brothers Investments may from time to time acquire additional securities of ConjuChem or dispose of such securities in the open market, by private agreement or otherwise.