Genesis to Merge With Mariposa

Genesis Research to Merge with Mariposa Health

Auckland, New Zealand, 12 January 2012 - Genesis Research and Development Corporation Ltd (Genesis) (NZSX/ASX: GEN) announces that it has signed a Memorandum of Understanding with Mariposa Health Ltd (Mariposa) to merge with Mariposa.
Mariposa is an unlisted public Australian based pharmaceutical development company with several development projects. The lead product is TA-270 which is being developed as a tablet formulation for the treatment of chronic obstructive lung disease (COPD) and neutrophilic asthma. COPD is the 4th major cause of death in the developed world with a significantly growing incidence. TA-270 has been the subject of 9 human clinical trials including in excess of
700 subjects.
Mariposa also has rights to an immune modulator to Golden staph (staphylococcus aureus) and a further compound awaiting patent submission.
Genesis Chief Executive, Stephen Hall, said "Genesis has been reviewing a number of investment opportunities in the Life Sciences and other industries, and has determined that Mariposa is the best prospect for Genesis shareholders. It has a well-developed lead product and other projects that can progress into human clinical trials in the near future.
"The proposal is subject to various conditions including completion of due diligence investigations, completion of transaction documents, and receipt of necessary regulatory approvals.
"The merger will be effected by Genesis issuing approximately 200 million shares to acquire all the outstanding capital of Mariposa. Genesis plans to raise funding for the product development programme by issuing further shares.
"Existing shareholders of Genesis will retain the right to receive 50% of the proceeds from any sale or realisation of the Genesis interest in Real Time Genomics Inc. that occurs within the next
5 years, (providing they retain their shareholding until such date of realisation) in addition to all normal rights as shareholders of Genesis. The remainder of any proceeds will accrue to the benefit of Genesis and all its shareholders at that future date.
"Documentation will be mailed to shareholders to approve the proposed transaction at a special general meeting at a date to be advised."

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Genesis Research Announces Proposed Merger

About Genesis

Founded in 1994, Genesis is a New Zealand-based biotechnology company. It has established Solirna Biosciences Ltd which is focusing on developing a novel single stranded gene silencing technology using the RNAi mechanism. Genesis also holds an equity interest in Real Time Genomics Inc. and has royalty rights resulting from previous collaborations for various products that are being developed by other parties in the fields of agriculture, forage grass, forestry, etc. For further information see www.genesis.co.nz

About Mariposa Mariposa Portfolio of Projects

TA-270

TA-270 was designed to provide an improved risk:benefit in pharmaceutical development. It has a dual mode of action, one similar to an existing treatment and the other novel with far-reaching potential. TA-270 provides unique therapeutic positioning in the treatment of chronic obstructive pulmonary disease (COPD), the 4th major cause of death in the developed world.
TA-270 has several benefits over existing treatments:
• It reduces white cell accumulation and activation; a key component of COPD and severe asthma
• After clinical trials including 700 patients TA-270 is shown to have safety profile superior to other oral anti-inflammatory drugs
• It is the only product in development for COPD that is designed with dual mode of action to improve symptoms of the disease PLUS potentially reduce disease progression.
TA-270 has been assessed in five Phase 1 human clinical trials and four Phase 2 human clinical trials, including exploratory Phase 2 clinical trials in COPD. In excess of 700 patients have been treated in the clinical trials. TA-270 is subject to 3 patents approved in all major territories and a
4th patent pending in the US and approved in all other major territories.

Golden staph immune modulator (MH-003)

MH-003 is a specific immune modulator that reduces the colonisation by Golden staph (staphylococcus aureus), a bacteria permanently carried in the nose of 20% and sometimes carried by further 50% of people. MH-003 is in pre-clinical development and is planned to be developed for sleep conditions and lung infections associated with hospital acquired staph infections. MH-003 is subject to 1 patent pending in major territories.

Mariposa Board of Directors Ian Mutton: Non-executive Chairman

Ian is a corporate lawyer and an experienced non-executive director or Chairman of several early stage companies in the biotech, minerals and industrial areas. This provides Ian with an acute awareness of the particular needs in establishing and listing fast growing companies.

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Genesis Research Announces Proposed Merger

Dr Phillip Comans: CEO & Managing Director

Phillip founded Mariposa in 2008 having previously co-founded Hunter Immunology (now Hunter Immunology Limited). Phillip is trained in science (PhD) and business (MBA). Before gaining an interest in early stage pharmaceutical development companies, Phillip had spent several years in Europe working in international pharmaceutical development, price reimbursement and marketing.

Tony Ho: Non-executive Director

Tony is a Chartered Accountant and an experienced company director serving on the Boards of several listed companies in the resources and industrial sectors, in lead roles within Audit or as Chairman. Tony is Chairman of the Audit committee and has considerable experience with international accounting practices.

Paul Bolt: Non-executive Director

Paul was Managing Director of Novartis Pharmaceuticals (Australia) and has considerable experience as a senior pharmaceutical executive in Asia and Europe. Paul has advised Mariposa since its inception, was foundation Chairman of Hunter Immunology Ltd and a director of the National Prescribing Service.

Kevin Lynn: Non-executive director

Kevin is Chief Financial Officer or Company Secretary of several listed and unlisted mining, finance and technology companies. Kevin's qualifications include B.Bus (Curtin), CA, MAppFin, FIN, FAICD with experience in early stage, fast growth companies, financial markets and corporate strategy.

Robert Lees: Company Secretary and Chief Financial Officer

Robert is Company Secretary & CFO of several listed and unlisted companies ranging in value up to more than $1.5b. Robert is a Chartered Accountant and qualified Company Secretary with interests in early stage, growth companies and corporate governance.

Media contacts:

Stephen Hall, Chief Executive - Genesis Research and Development Corporation Ltd
[phone]
Aki von Roy, Chairman- Genesis Research and Development Corporation Ltd
[phone]
Dr Phillip Comans, Managing Director - Mariposa Health Ltd
[phone]
Ian Mutton, Chairman - Mariposa Health Ltd
[phone]

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