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Marshall Edwards Announces Terms for Rights Offering to Stockholders

Mar 19, 2012

San Diego – Marshall Edwards, Inc. (Nasdaq: MSHL), an oncology company focused on the clinical development of novel therapeutics targeting cancer metabolism, announced today that it has set the record date and pricing terms for its previously announced rights offering to existing stockholders.
 
Under the terms of the rights offering, Marshall Edwards will distribute one subscription right for each share of common stock owned to holders of record as of 5:00 p.m., Eastern time, on March 30, 2012. Each subscription right will entitle the holder to purchase one Unit, which consists of 0.5 shares of the Company’s common stock and a warrant to purchase 0.25 shares of the Company’s common stock. Holders of the Company’s outstanding Series A warrants will also receive one subscription right for each share of common stock issuable pursuant to such warrants.

For every two Units purchased in the rights offering, stockholders will receive one share of common stock at a price of $0.89 per share, which represents a 10 percent discount to the volume-weighted average price of the Company’s common stock for the 30 consecutive trading days ending on, and inclusive of, March 13, 2012, and warrants to purchase one-half of a share of common stock at an exercise price of $1.19 per share, which represents a 20 percent premium to the volume-weighted average price of the Company’s common stock during the same period. The warrants will be exercisable for a five-year period beginning on the closing date of the rights offering. The Company will not issue fractional shares of common stock in connection with the rights offering.

The offering also includes an over-subscription privilege, which will entitle stockholders to purchase additional Units that remain unsubscribed at the expiration of the rights offering. If the offering is fully subscribed, the gross proceeds of the offering will be approximately $7.6 million, before deducting fees and expenses of the offering. Marshall Edwards intends to use the net proceeds from the offering primarily to continue the clinical development of its two lead oncology drug candidates, ME-143 and ME-344.

The Company’s majority shareholder, Novogen Limited, has indicated that it intends to exercise rights for up to $4 million of Units in the offering, subject to its shareholders’ approval. Novogen has also indicated that it intends to distribute a portion of its rights to its shareholders.

Mailing of the offering materials to eligible stockholders is expected to begin on or about April 6, 2012. The subscription period will expire at 5:00 p.m., Eastern time, on May 11, 2012.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Marshall Edwards, Inc. nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A copy of the prospectus for the rights offering may be obtained by contacting the Company’s investor relations department at investor@marshalledwardsinc.com or (858) 369-7199.

About Marshall Edwards

Marshall Edwards, Inc. (Nasdaq: MSHL) is a San Diego-based oncology company focused on the clinical development of novel therapeutics targeting cancer metabolism. The Company’s lead drug candidates, ME-143 and ME-344, have been shown to interact with specific enzyme targets resulting in inhibition of tumor cell metabolism, a function critical for cancer cell survival. Marshall Edwards initiated a Phase I clinical trial of intravenous ME-143 in patients with solid refractory tumors in September 2011 and expects to collect final safety and pharmacokinetic data from the trial by June 2012. The Company submitted an Investigational New Drug application for ME-344 in March 2012 and plans to initiate a Phase I clinical trial of intravenous ME-344 in patients with solid refractory tumors following approval by the FDA. For more information, please visit www.marshalledwardsinc.com.

Under U.S. law, a new drug cannot be marketed until it has been investigated in clinical trials and approved by the FDA as being safe and effective for the intended use. Statements included in this press release that are not historical in nature are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. You should be aware that our actual results could differ materially from those contained in the forward-looking statements, which are based on management's current expectations and are subject to a number of risks and uncertainties, including, but not limited to, our failure to successfully commercialize our product candidates; costs and delays in the development and/or FDA approval, or the failure to obtain such approval, of our product candidates; uncertainties or differences in interpretation in clinical trial results; our inability to maintain or enter into, and the risks resulting from our dependence upon, collaboration or contractual arrangements necessary for the development, manufacture, commercialization, marketing, sales and distribution of any products; competitive factors; our inability to protect our patents or proprietary rights and obtain necessary rights to third party patents and intellectual property to operate our business; our inability to operate our business without infringing the patents and proprietary rights of others; general economic conditions; the failure of any products to gain market acceptance; our inability to obtain any additional required financing; technological changes; government regulation; changes in industry practice; and one-time events. We do not intend to update any of these factors or to publicly announce the results of any revisions to these forward-looking statements.


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