MultiCell Technologies Inc (MCET)

[Commander Pennystock]

Beginners guide to the LJCI convertible debenture:

To calculate how many shares La Jolla Cove Investors, Inc. get from converting the debenture we use this formula:

(($*110)-(CP*100*$))/CP

Whereas:

$= the amount of $ from the debenture being converted

CP = (conversion price) .80 multiplied by the average of the three lowest volume-weighted average prices

*= multiply

/= divide

The Debenture is convertible at the option of LJCI at any time up to maturity into the number of shares determined by the dollar amount of the Debenture being converted multiplied by 110, minus the product of the Conversion Price multiplied by 100 times the dollar amount of the Debenture being converted, with the entire result divided by the Conversion Price. The Conversion Price is equal to the lesser of $1.00 or 80% of the average of the three lowest volume-weighted average prices during the twenty trading days prior to the election to convert.

As of February 21, 2013 there was a balance of $43,076 remaining on the convertible debenture

Using the formula and assuming they were to convert all of the debenture immediately (today), we can expect them to receive roughly 5.4B shares of unrestricted common stock. Keep in mind that the Debenture Purchase Agreement limits LJCI’s stock ownership in the Company to 9.99% of MCET's outstanding shares.

Don't let that number scare you. Yes it is quite large but also consider that LJCI has not and likely will not convert all at once. They typically convert about $5,000-$10,000 a year, meaning that (depending on the share price and how much they convert) they would only acquire near 0.60B-1.35B shares this year based on the $5,000-$10,000 range. However, the Debenture Purchase Agreement limits LJCI’s stock ownership in the Company to 9.99% of MCET's outstanding shares.