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MDxHealth SA Capital/Financing Update 2006

Jul 3, 2006

3974_iss_2006-06-26_b413e102-de87-4fad-ae7e-a3e01607b683.pdf

Capital/Financing Update

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OncoMethylome SCIENCES

Press Release

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, OR ANY OTHER JURISDICTION WHERE THIS IS NOT ALLOWED PURSUANT TO LOCAL LEGAL RESTRICTIONS

ONCOMETHYLOME SCIENCES CLOSES IPO AND WILL BE LISTED TOMORROW ON EUROLIST BY EURONEXT BRUSSELS AND EURONEXT AMSTERDAM

Total Amount of €22 Million is Raised at €7.50 per Share

LIEGE (BELGIUM) - June 26, 2006 - OncoMethylome Sciences SA, a molecular diagnostics company with activities in Belgium, the Netherlands, and the USA, announces today the details of its capital increase and listing on the Eurolist by Euronext Brussels and Euronext Amsterdam. Following the subscription to the offered shares, OncoMethylome Sciences will issue 2,933,334 new shares for a total amount of €22 million at a price of €7.50 per share. In the event that the 15% over-allotment option is exercised in full, a total amount of €25 million will be raised in the offering.

Results of the Offering

The offering consists of new shares amounting to €22 million, which may be increased to €25 million for the purpose of covering over-allotments. Approximately 12% of the shares will be allocated to retail investors in Belgium and The Netherlands. Their demand will be allotted in full. The remaining shares will be allocated to institutional investors in Belgium, The Netherlands and elsewhere in Europe. 666,669 shares are allocated to existing shareholders Life Sciences Partners and Edmond de Rothschild Investment Partners. A further 533,334 shares are allocated to Fortis and ING.

The shares will be listed and traded on the Eurolist by Euronext Brussels and Euronext Amsterdam as from June 27, 2006 on an "if-and-when-issued-basis". The shares will be delivered to the investors on or about June 30, 2006. The offering was organized by ING and Fortis as joint book runners and joint lead managers and Kempen & Co as co-manager.

Number of Shares

In total, 2,933,334 new shares will be issued, at a price of €7.50 per share. Together with the existing shares, the number of outstanding shares will be 10,010,954.

The joint lead managers have been granted an option on an additional 440,000 new shares, amounting to €3.3 million, for the purpose of covering over-allotments. This option is exercisable


as of the first day of listing until 30 calendar days thereafter. Including the option 3,373,334 shares are allocated.

The offered shares represent 29% of outstanding shares, or 32%, if the over-allotment option is exercised in full.

Listing and Trading

Listing and trading of all the shares of OncoMethylome Sciences on the Eurolist by Euronext Brussels (ticker ONCOB) and the Eurolist by Euronext Amsterdam (ticker ONCOA) will start on June 27, 2006. Until the payment date of June 30, 2006 the shares will be traded on an "if-and-when-issued" basis. Until June 30, 2006, the closing of the offering and the delivery of the shares can be suspended or cancelled.

Comments

"The fact that we were able to close our IPO in today's challenging market conditions reflects the positive feedback we received from the investment community about the quality of our company and its broad product pipeline. We are proud to be the first Eurolist Brussels listing this year," said Herman Spolders, Chief Executive Officer of OncoMethylome Sciences. "The new funds raised, together with our existing €12 million cash position, will enable us to execute on our strategy and develop novel molecular tests that improve cancer patient care."

OncoMethylome Sciences' Activities

OncoMethylome Sciences develops patent-protected molecular tests to assist physicians in effectively detecting and treating cancer. Specifically, the company's tests are designed to help the physician accurately detect cancer in early stages of cancer development, predict a patient's response to drug therapy, and predict the likelihood of cancer recurrence.

OncoMethylome Sciences' tests work by identifying DNA gene methylation patterns, which are correlated with the development of cancer. The clinical potential of the methylation technology on which the company's tests are based has been demonstrated and published by multiple leading oncology centers, including the Johns Hopkins University (USA) which invented the underlying technology. OncoMethylome Sciences believes that its patent-protected diagnostics and personalized treatment solutions address an important and growing medical need in the oncology healthcare sector.

OncoMethylome Sciences boasts a broad product development pipeline consisting of nine products, and a solid partnering track record. The company's first product, a test for early detection of prostate cancer, is in the final stages of product development, and has been partnered for commercialization with Veridex LLC, a Johnson & Johnson company. In addition, OncoMethylome Sciences entered into a partnership with Schering-Plough for predicting brain tumor response to the Schering-Plough drug temozolomide (Temodal®). Additional products in the company's pipeline include diagnostic tests for early detection of colorectal, bladder, lung, breast and cervical cancers, as well as products for personalized treatment, such as other tests to predict tumor response to cancer drug therapies. At present, OncoMethylome Sciences' products are not yet commercially available.

Established in January 2003, OncoMethylome Sciences is headquartered in Liège (Belgium), where its development laboratory is located. The company's personalized treatment and gene marker discovery services are carried out in its Leuven (Belgium) facilities, while the development team based in Amsterdam (The Netherlands) works closely with several leading Dutch cancer research institutes, such as the Amsterdam Free University Medical Center, the GROW institute at the University Hospital of Maastricht, and the University Hospital in Groningen. The Durham (NC, USA) office houses the company's business and clinical development personnel.

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OncoMethylome Sciences' Strategy

OncoMethylome Sciences is focused on setting a new standard in the diagnosis and care of cancer patients by providing treating physicians with more accurate and informative diagnostic tools. In order to bring its novel molecular tests to the market quickly, the company complements its internal research and development capabilities with those of its extensive network of clinical research collaborators and proven oncology thought leaders. The company's product development priorities are driven by strict market criteria in consultation with its clinical research collaborators as well as potential commercial partners. With regard to the commercialization of its tests, the company enters partnerships with leading service laboratories as well as diagnostic companies. Distribution via CLIA-certified service laboratories in the USA is a key element of OncoMethylome's commercialization strategy, potentially allowing the company to generate early revenues as CLIA-certified service laboratories are able to sell testing services prior to the FDA approval of test kits. Historically the company has structured its commercial partnerships as licensing agreements with its partners responsible for final product development, manufacturing, regulatory approval, as well as marketing and sales. OncoMethylome is typically entitled to upfront and milestone fees, as well as royalties on sales resulting from such agreements.

For more information please contact:

Lucija Turcinov
Tel. +32-479-801-902
[email protected]

or visit: www.oncomethylome.com

This announcement does not constitute an offer of securities for sale in the United States of America nor does it constitute an offer to sell, or the solicitation of an offer to buy, and there shall not be any sale of the securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to its registration or qualification under the laws of such jurisdiction. Neither this announcement nor any copy of it may be taken into the United States of America or distributed or published, directly or indirectly, in the United States of America. Any failure to comply with this restriction may constitute a violation of US securities law. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"); and may not be offered or sold in the United States or to or for the benefit of US persons (as such term is defined in Regulation S pursuant to the Securities Act) unless they are registered pursuant to the Securities Act or pursuant to an available exemption therefrom. No public offering of securities of OncoMethylome Science is being made in the United States of America.