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Beanstalk Capital Ltd. and iCo Therapeutics Inc. amend arrangement agreement


VANCOUVER, Oct. 31 /PRNewswire-FirstCall/ - Beanstalk Capital Ltd. ( the "Company") is pleased to announce that further to the Company's press release dated October 16, 2007, in which the Company and iCo Therapeutics Inc. ("iCo") announced that they had entered into an arm's length arrangement agreement dated October 15, 2007 (the "Arrangement Agreement"), the Company and iCo would now like to announce that they have entered into an amended and restated Arrangement Agreement dated October 25, 2007. Under the amended and restated Arrangement Agreement the brokered equity financing for the proposed transaction will now be conducted through iCo, rather than the Company. Canaccord Capital Corporation will act as the lead agent for the private placement and Haywood Securities Inc. will participate as a syndicate member. The brokered financing will consist of the sale of 1,840,000 subscription receipts of iCo at $0.98 per subscription receipt to raise gross proceeds of $1,803,200. Canaccord will have the option to increase the size of the offering by selling up to an additional 1,020,000 subscription receipts for additional gross proceeds of $999,600. The proceeds from the sale of the subscription receipts will be held in escrow by a third party pending closing of the qualifying transaction ("QT"). As a result of now raising funds in iCo and completing the QT under a plan of arrangement, the shares issued upon exercise of the subscription receipts subscribed for in this financing will be free trading upon closing of the QT.

Significant Conditions to Closing of QT

Completion of the transaction is subject to a number of conditions including, without limitation, approval by iCo's shareholders, approval of the Supreme Court of British Columbia and the TSX Venture Exchange, and completion by iCo of a private placement of subscription receipts having a minimum aggregate subscription price of $1,803,200. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management

information circular or filing statement to be prepared in connection

with the transaction, any information released or received with respect

to the transaction may not be accurate or complete and should not be

relied upon. Trading in the securities of a capital pool company should

be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the

proposed transaction and has neither approved nor disapproved the

contents of this press release.

CONTACT: Rod Shier, Chief Financial Officer, Beanstalk Capital Ltd., Telephone: (604) 682-2992 Ext. 222; John Meekison, Chief Financial Officer, iCo Therapeutics Inc., Telephone: (604) 602-9414 Ext. 224

SOURCE Beanstalk Capital Ltd.
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