MacKay Life Sciences, Inc. (fka BZEC)

[odinpinetree]

MacKay Life Sciences, Inc. (Formerly Biofield Corp.) to Re-Acquire Control of Its Master License; Signs Agreement to Acquire Majority Interest In MacKay Innotech LTD, Present Holder of the Master License

http://investing.businessweek.com/research/stocks/news/article.asp?docKey=600-200906301600BIZWIRE_USPR_____BW6268-7IB9LFM95O04THURLT2818TAMQ¶ms=timestamp||06/30/2009%204:00%20PM%20ET||headline||MacKay%20Life%20Sciences%2C%20Inc.%20%28Formerly%20Biofield%20Corp.%29%20to%20Re-Acquire%20Control%20of%20Its%20Master%20License%3B%20Signs%20Agreement%20to%20Acquire%20Majority%20Interest%20In%20MacKay%20Innotech%20LTD%2C%20Present%20Holder%20of%20the%20Master%20License||docSource||Business%20Wire||provider||ACQUIREMEDIA||realtedsyms||%7CUS%3BBZEC&ric=BZEC.OB

July 02, 2009 9:25 PM ET
PHILADELPHIA & HONG KONG--(BUSINESS WIRE)-- MacKay Life Sciences, Inc. ("MLS") (formerly Biofield Corp. (OTCBB:BZEC), today announced that it has signed a binding Memorandum Of Agreement ("MOU") with the master licensee to complete the long awaited reacquisition of the master license agreement (the "MLA") that the company had previously granted to the MacKay Group Limited ("MKG"). MKG has since transferred the master license to MacKay Innotech LTD, ("MHK"), a Hong Kong company. Under the MLA, MKG (now MHK as a result of the assignment) assumed from Biofield the sole responsibility and expense to market, manufacture, further technically and clinically develop, and otherwise commercialize the technology.

Under the terms of the MOU, MLS will initially acquire 51% of MHK in return for cash and stock. The terms also call for a royalty of 10% to MKG on licensing deals previously signed by MKG during its (and MHK's) prior tenure as the holder of the MLA. MLS also has the right to acquire up to 100% of the private MHK. The company will be filing an 8K to further specify the terms of the proposed transaction. When closed, this will allow the company, to recognize 100% of the revenues of MHK as its own since MHK will be treated as a wholly owned subsidiary. The transaction will close as soon as a valuation of MHK is conducted and mutually agreed upon by the parties. The agreed upon valuation will provide the dollar value of the amount of shares that will be issued to MHK for the acquisition. The Cash component will be $5 million, in the form of a Convertible Note. Closing is to take place within 30 days or less. Closing may be mutually extended by the parties an additional 14 days.

One contingency for Closing of the MOU is that MKG requires MLS to reach an acceptable agreement with its remaining noteholders, to convert their remaining debt, to shares of restricted common stock which will take place in a contemporaneous transaction with the MOU. The Company in 2005, raised $1.3 million in debt financing. Several months ago, the Company's largest non-affiliated Institutional Investor, the Capital Growth Equity Fund I, LLC (the "Equity Fund") converted $422,000 of debt and accrued interest and invested another $110,000 of equity as well and partially reduced the debt.

About MacKay Life Sciences, Inc.

MacKay Life Sciences, Inc., is a medical technology company which develops and acquires noninvasive diagnostic medical devices to assist in detecting and preventing cancer and other illnesses. The Company has reoriented and expanded its energies to focus on offering non-invasive and cost effective technologies, on an easily accessible basis, to the world's largest population centers. For more information go to: www.mackaylifesciences.com

About MKG

MKG is a private corporation that pursues diverse and significant opportunities around the globe. It has a portfolio of investments in a variety of companies, ventures, and projects. MKG has gained the respect of government and industry leaders around the world and has been instrumental in establishing a world wide distribution channel for the Biofield portfolio of products. For more information go to: www.themackaygroup.net

SAFE HARBOR STATEMENT: This news release contains "forward-looking statements" made pursuant to the safe harbor provisions of the 1995 Private Securities Litigation Reform Act. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "future," "plan" or "planned," "will" or "should," "expected," "anticipates," "draft," "eventually" or "projected." Such statements are subject to risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including the risks that our products may not achieve customer acceptance or perform as intended, that we may be unable to obtain necessary financing to continue operations and development, and other risks. You should consider these factors in evaluating the forward-looking statements included herein, and not place undue reliance on such statements.


Source: MacKay Life Sciences, Inc.