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Published on 11/23/2005 in the Prospect News Biotech Daily and Prospect News PIPE Daily.

New Issue: Tm Bioscience closes $9 million convertible note sale

By Sheri Kasprzak

New York, Nov. 23 - Tm Bioscience Corp. has completed its previously announced private placement of a secured convertible term note for $9 million.

Laurus Master Fund, Ltd. bought the note, which bears interest at the greater of Prime plus 200 basis points or 8.5% and matures in three years.

The coupon rate will decrease in relation to increases in the company's share price over the term of the note to a minimum of 0%.

The note will be repaid in equal installments over 33 months.

The investor must convert the notes into shares if the company's stock price exceeds 127%, 138% and 150% of the price of the shares at the closing of the transaction for each one-third repayment of the note. The fixed conversion price for each third will be 110%, 120% and 130%, respectively.

Laurus received warrants for 738,723 shares, exercisable at $2.61 each for five years.

The offering was first announced Nov. 7 as an $8 million offering under the same terms.

Canaccord Capital Corp. and Versant Partners were the placement agents for the offering.

Toronto-based Tm Bioscience is a diagnostics company focused on a suite of genetic tests, including tests for genetic disorders, drug metabolism and infectious diseases.

Issuer:Tm Bioscience Corp.
Issue:Convertible note
Amount:$9 million
Maturity:Three years
Coupon:The greater of Prime plus 200 basis points or 8.5%
Conversion price:110%, 120% and 130% of the price per share on the day the respective one-third payment of principal and interest is due
Warrants:For 738,723 shares
Warrant expiration:Five years
Warrant strike price:$2.61
Placement agents:Canaccord Capital Corp., Versant Partners
Announcement date:Nov. 7
Settlement date:Nov. 23
Stock price:$2.22 at close Nov. 4
Stock price:$1.8775 at close Nov. 22

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