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Press release from Marketwire

BioExx Announces Convertible Debenture Offering

Material Insider Participation Update on Strategic Partnering, Operations, and Regulatory Matters

Tuesday, October 23, 2012

BioExx Announces Convertible Debenture Offering17:02 EDT Tuesday, October 23, 2012TORONTO, ONTARIO--(Marketwire - Oct. 23, 2012) -NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATESBioExx Specialty Proteins Ltd. ("BioExx" or the "Company") (TSX:BXI), the first company to commercialize a new and complete food-grade protein from a major global crop in 50 years, is pleased to announce that it intends to complete a private placement (the "Placement") of a minimum of $1 million and a maximum of $3 million aggregate principal amount of convertible debentures (the "Debentures"), which will mature 3 years from their date of issuance.Subscribers of the Debentures will be provided with subordinated security over the personal property of the Company and its subsidiary, BioExx Proteins of Saskatoon Inc. The Debentures will bear interest at a rate of 12% per annum, and will be convertible into units (the "Units") at a conversion price of $0.10, with each Unit being comprised of one common share of the Company and one half of one share purchase warrant (the "Warrants"), each Warrant having a three year term and an exercise price of $0.15. The Debentures may be repaid by the Company at any time following the first twelve months of their issuance, subject to the conversion rights of Debentureholders.The Offering will be non-brokered and will be available for subscription by accredited investors in Canada, the United States, and internationally, subject to a minimum subscription of $10,000. Proceeds of the Offering will be used for working capital and general corporate purposes. The Offering is expected to close on or about November 16, 2012, subject to the approval of the Toronto Stock Exchange.Insiders of the Company intend to purchase approximately $750,000 of the Offering. The Placement is considered to be a related party transaction as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders will exceed 25% of the Company's market capitalization. Strategic Partner Process Update Progress continues on this front, with the Company having narrowed its strategic partner search to focus on two opportunities which it believes are best suited to fulfillment of its mandate. Both opportunities are with European companies where BioExx sees strong operating and strategic synergies, with current discussions being based on project-level joint ventures, both in Canada and Europe."This is a very exciting time for BioExx, on several levels. We are moving forward towards our strategic goals, while at the same time advancing the development of our business and our technology, and believe we are tracking towards a positive outcome. However, some additional time will be required to complete our mandate and ensure a smooth transition to the next phase of our business plan. This private placement is being done to provide additional financial strength to complete this process in an optimized manner.The significant insider participation in this Offering is reflective of the confidence of the board and management in a successful outcome and a strong future for BioExx," said BioExx CEO, Chris Schnarr. Operations Update Earlier in the year, Saskatoon plant operations were characterized by significant confirmatory piloting activity, to support the detailed engineering scale-up mandate. With that phase now largely complete, the plant has returned to a more normal interim operating mode, albeit still at reduced scales. The plant has been running well in that environment of late, with a much leaner operation, and producing at near 95% protein purity, in non-commercial quantities but sufficient to facilitate the strategic partner process, on- going market development, and continuing customer engagements. EU Food Safety Registration Update Recently, the Food Safety Authority of Ireland (FSAI) completed and submitted to the European Commission its initial assessment of BioExx rapeseed protein (Isolexx®) as a novel food ingredient for use in EU in the same general food types that currently contain soya protein and at equivalent levels. To that end, the FSAI identified no food safety concerns, and therefore Isolexx is considered to meet the criteria for novel food set out in EU regulations. This assessment and application was sent to all EU Member States at the outset of October for a two month review and the opportunity to request clarification if reasoned objection exists. If at the end of the two months there are no questions/objections, Isolexx will then be authorized for sale and use throughout Europe. BioExx intends to follow that registration with a similar registration for its Vitalexx® hydrolized protein in Europe. The EU novel food registration would be in addition to the current and existing FDA GRAS approved status for the sale of BioExx proteins in the United States.About BioExx Specialty Proteins Ltd.Headquartered in Toronto, Canada, BioExx is focused on the separation of oil and high-value proteins from oilseeds for global food, beverage, nutrition, and other markets. BioExx employs trade secret, patented and patent-pending technologies that enable the separation of high-value food-grade proteins from canola, at commercial scales. BioExx believes that these processes cumulatively have the potential to make a valuable contribution to global food and protein supply while maintaining an environmentally sustainable footprint.To find out more about BioExx Specialty Proteins Ltd. (TSX:BXI), please visit www.bioexx.com.The statements made in this press release include forward-looking statements that involve a number of risks and uncertainties. These statements relate to future events or future performance and reflect management's current expectations and assumptions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, such as the economy, generally, competition in its target markets, the demand for BioExx's products, the availability of funding, the efficacy of its technology, and the anticipated costs of BioExx's plant construction and operation. These forward-looking statements are made as of the date hereof and BioExx does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from BioExx's expectations and projections.FOR FURTHER INFORMATION PLEASE CONTACT: Contact Information: BioExx Specialty Proteins Ltd.Chris SchnarrChief Executive Officer(416) 588-4442 x111cschnarr@bioexx.comInvestor Relations: Brisco Capital PartnersScott KoyichPresident(403) 262-9888scott@briscocapital.comwww.bioexx.com