Convertible Note

Date : 06/27/2008 @ 12:07PM
Source : UK Regulatory (RNS and others)
Stock : Napo Pharma Inc (NAPL)
Quote : 0.35  0.0 (0.00%) @ 1:00AM
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Convertible Note

    RNS Number : 7865X
  Napo Pharmaceuticals Inc
  27 June 2008
   

 For immediate release  27 June 2008


    Napo Pharmaceuticals Inc.
    ("Napo" or "the Company")

    ISSUANCE OF US$0.12 MILLION CONVERTIBLE NOTES

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM, THE
UNITED STATES OF AMERICA, CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA

    Neither this announcement nor any copy of it may be taken, transmitted or distributed,
directly or indirectly, in or into the United
States of America, Canada, Australia, the Republic of Ireland, the Republic of South Africa or
Japan. Any failure to comply with this
restriction may constitute a violation of United States, Canadian, Australian, South African,
Irish or Japanese securities laws.

The securities offered have not been registered under the United States Securities Act of
1933, as amended (the "Securities Act") and may
not be offered or sold in the United States absent registration or an applicable exemption
from registration requirements. The securities
have been sold in a private placement under Regulation D of the Securities Act.  This Press
Release does not constitute an offer of any
securities for sale.

    South San Francisco, California,   27 June, 2008 - Napo Pharmaceuticals, Inc., (LSE: NAPL
and NAPU), announces that the Company has
issued convertible notes (the "Notes") worth approximately US $0.12 million gross (US $0.12
million net) (approximately GBP 0.06 million
gross (GBP 0.06 million net)) to a trade creditor in settlement of payments due. This trade
creditor had previously agreed in March 2008 to
defer $0.1 million of payments to 1 August 2008. The additional US$0.02 million relates to
settlement of a payment due to the creditor
following 1 August 2008.
    The Notes are repayable on the first anniversary of their issue and bear interest at 8%
per annum, payable in cash or the Company's
common shares of US$0.0001 each ("Common Shares"). In most circumstances, the Notes are
convertible after 90 days at the option of the
holders into Common Shares, at 10.1 pence per Common Shares, being the average of the mid
market closing price of the Common Shares quoted
in the Official List published by the UK Listing Authority over the 10 trading days prior to
the date of issue (the "Conversion Price"). 
    The maximum number of Common Shares that may be issued under a conversion at the
Conversion Price is 606,366 Common Shares (the
"Conversion Shares"), representing approximately 1.1 per cent of the issued share capital of
the Company. 

    Any issue of Conversion Shares pursuant to conversion of the Notes is subject to the
approval by the Company's shareholders and such
approval is anticipated to be sought at the same meeting of Shareholders to be convened in
relation to the convertible notes announced on 23
June 2008, a circular convening which is expected to be published shortly. If required,
application for the Conversion Shares to be admitted
to listing on the Official List and to trading on the London Stock Exchange's Main Market will
be made at the relevant time. The issue of
the Notes is not conditional on shareholder approval.

    The Company expects current funds (including these Notes) to provide the Company with
funds into August 2008. The Notes, together with
existing resources and other funds which the Directors expect to raise through the out-license
of certain rights to crofelemer including the
indications of CRO-HIV, CRO-IBS, CRO-ID and CRO-PED in the United States and other western
territories; as well as certain rights to NP-500,
in exchange for a licensing fee(s), will be used primarily for working capital purposes and to
continue to finance the costs of the CRO-HIV
Phase 3 US trial. Such licensing fees may need to be supplemented with debt or equity
issuances in order for Napo to have sufficient funds
to complete the CRO-HIV Phase 3 clinical trial. 

    For more information please contact: 
    Napo Pharmaceuticals, Inc. 
Lisa Conte, Chief Executive Officer 
+001 (650) 616-1902 
    Charles Thompson, Chief Financial Officer
+001 (650) 616-1902 
    Buchanan Communications
+ 44 (0)20 7466 5000
Tim Anderson, Mary-Jane Johnson, Catherine Breen 
    About Napo Pharmaceuticals, Inc. 
    Napo Pharmaceuticals, Inc. focuses on the development and commericalization of proprietary
pharmaceuticals for the global marketplace in
collaboration with local partners. Napo was founded in November 2001, and is based in
California, USA with a subsidiary in Mumbai, India. 
    Napo's late-stage proprietary gastro-intestinal compound, crofelemer, is in various stages
of clinical development for four distinct
product indications, including a late-stage Phase 3 program: 
    *     CRO-HIV for AIDS diarrhea, Phase 3 
    *     CRO-IBS for diarrhea irritable bowel syndrome (D-IBS), Phase 2 
    *     CRO-ID for acute infectious diarrhea (including cholera), Phase 2 
    *     CRO-PED for pediatric diarrhea, Phase 1 
    The FDA has granted fast-track status to CRO-IBS and CRO-HIV. 
    Crofelemer, a proprietary patented first in class agent, is extracted from Croton
lechleri, a medicinal plant which can be sustainably
harvested from several countries in South America. Napo has exclusive worldwide rights to
synthetic compounds in pre-clinical development
which act by the same mechanism of action. Napo also plans to develop an early clinical stage
product, NP-500, for the treatment of insulin
resistant diseases of Type II diabetes and metabolic syndrome (Syndrome X; pre-diabetic
syndrome) and has 4 issued patents for anti-cancer
agents in pre-clinical development. Napo has a plant library of approximately 2,300 medicinal
plants from tropical regions and Napo has
entered two screening relationships associated with this collection. Currently, products are
based on the chemical and biological diversity
derived from plants with medicinal properties, but future products may be in-licensed from
other sources. 
    For more information please visit www.napopharma.com. 

    This announcement contains forward-looking statements relating to Napo Pharmaceuticals and
its products that involve risks and
uncertainties, including statements regarding future products and developments that are not
historical facts.  Such statements are only
predictions and the company's actual results may differ materially from those anticipated in
these forward-looking statements. These
statements can be identified by the use of forward-looking terminology such as "believe,"
"expect," "may," "will," "should,'' "could,"
"project," "plan,'' "seek," "intend,'' or "anticipate'' or the negative thereof or comparable
terminology and statements about industry
trends and Napo's future performance, operations and products.  


This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
MSCUBRNRWORNUAR
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