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Adaltis Announces Initial Closing of Cdn.$16 Million Private Placement of Senior Secured Convertible Notes

MONTREAL, QUEBEC - (Marketwire - Sept. 5, 2008) - THIS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Adaltis Inc. (TSX:ADS) "Adaltis"), an international in vitro diagnostic company, today announced that it has closed the first tranche (the "First Tranche") of its previously announced private placement with Clarity China Partners, L.P. and certain of its affiliates (collectively, "Clarity China") and FMRC Family Trust, a trust of which Dr. Francesco Bellini is a beneficiary ("FMRC"). Adaltis has issued 10% senior secured convertible notes due in 2013 (the "Notes") with an issue price of Cdn.$16 million (Cdn.$15 million from Clarity China and Cdn.$1 million from FMRC) and a stated redemption price at maturity of Cdn.$16.6 million, reflecting additional consideration to be paid to Clarity China for its participation in the financing. The second tranche (the "Second Tranche") of Cdn.$4 million will be provided to Adaltis by Clarity China within ninety (90) days from the date hereof. The Notes will bear interest at 10% per annum and will mature five years from the date of issuance.

The principal amount of the Notes and all accrued but unpaid interest thereon (other than any interest that has accrued since the last interest payment date) shall be convertible into common shares of Adaltis, at the option of the holder, at a price of Cdn.$0.32 per share (the "Conversion Price"), subject to customary anti-dilution adjustments and, in the event Adaltis issues additional equity or equity-linked securities at a price per common share that is less than the Conversion Price then in effect, to "full ratchet" anti-dilution protection (which will have the effect of lowering the Conversion Price to the new issue price of such equity or equity-linked securities), subject to certain exceptions. Interest on the Notes may be satisfied by Adaltis, until September 30, 2011 for the Notes issued as part of the First Tranche and December 31, 2011 for the Notes issued as part of the Second Tranche, by a corresponding increase in the principal amount of the Notes, and thereafter with a cash payment only. Adaltis will use the net proceeds from the sale of the Notes for working capital and general corporate purposes.

THE SECURITIES WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

Caution Concerning Forward-Looking Statements

Although not an exhaustive list, we caution you that certain statements made in this press release are likely to be considered forward-looking statements, including in particular our expectation of the closing of the private placement, and the use of proceeds thereof.

Adaltis cautions that, by their nature, forward-looking statements involve risk and uncertainty and Adaltis' actual actions or results, including the use of proceeds of the private placement, could differ materially from those expressed or implied in such forward-looking statements.

The forward-looking statements contained in this press release represent the expectations of Adaltis and its subsidiaries as at the date hereof and accordingly are subject to change after such date. However, Adaltis and its subsidiaries expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

For additional information with respect to the risks and uncertainties and other factors that could cause the results or events predicted in these forward-looking statements to differ materially from actual results or events, please refer to the Annual Information Form of Adaltis filed with the Canadian securities commissions.

About Adaltis Inc.

Adaltis is an international in vitro diagnostic company that develops, manufactures and markets diagnostic systems. It aims to leverage its experience in Europe to become a leading provider of in vitro diagnostic products in emerging markets, with a particular focus on China.

With the assistance of its three strategic shareholders, Power Technology Investment Corporation (a subsidiary of Power Corporation of Canada), CITIC Pacific Limited (a large Hong Kong-based conglomerate), and Picchio Pharma Inc. (a joint venture healthcare investment firm owned by FMRC Family Trust (a trust of which Dr. Francesco Bellini is a beneficiary), and Power Technology Investment Corporation), Adaltis has completed building its manufacturing facility in Shanghai. Now operational, the production facility manufactures high-quality products in a low-cost GMP environment, in order to service existing markets in Europe, while providing a platform to penetrate the high-growth Chinese in vitro diagnostic market.

Adaltis is headquartered in Montreal, with offices in China, Hong Kong, Italy and Mexico.

About Clarity China

Clarity China is a private equity firm focused on investment opportunities in the greater China region. The principals of Clarity China include: (i) seasoned private equity investment professionals of Clarity Partners, L.P., a leading private equity firm based in Los Angeles with over US$1 billion under management, including David Lee, one of its Managing General Partners; (ii) Sheldon Liu, a highly influential and accomplished investment professional in China; and (iii) Gary Wilson, an experienced investor and executive in the travel and entertainment industries. Clarity China has offices in Beijing, Shanghai and Los Angeles.

jacques.deforges@adaltis.com

Tags: ,Pharmaceuticals and Biotech,Biotech,STOCK/OTHER MARKET NEWS
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