Haemacure Update on Proposed Collaboration and Bridge...(satisfied that the transaction will clos...),Health

Assuming: (i) the conversion into Haemacure common shares by Angiotech of the principal amount of the loan and interest in an aggregate amount of US$3.67 million; (ii) an exchange rate of $1.20 for each U.S. dollar; (iii) an issue price of $0.05 in an equity financing by Haemacure in the amount of US$13.5 million; and (iv) full exercise of the warrant by Angiotech, Haemacure would issue an aggregate of 191,703,529 additional common shares to Angiotech, representing 26.55% of the 722,019,827 shares that would then be issued and outstanding, and 92.91% of the 206,316,298 shares currently outstanding.

As the aggregate number of common shares that may be issued upon the conversion of the loan and exercise of the warrant, if any, by Angiotech may exceed 25% of the number of Haemacure shares currently outstanding (206,316,298) and materially affect control of Haemacure, and due to the fact that the conversion price of the loan and exercise price of the warrant may not be in compliance with the applicable pricing policies of the TSX, the transaction requires shareholder approval under the TSX Company Manual. Haemacure is relying on an exemption from the security-holder approval requirements granted by the Toronto Stock Exchange under section 604(e) of the TSX Company Manual, on the basis of serious financial difficulty. The directors of Haemacure have determined that Haemacure is in serious financial difficulty and that the senior secured bridge loan of US$2.5 million from Angiotech is designed to improve Haemacure's financial situation. Upon a recommendation from an independent committee of the Board of Directors of Haemacure free from any interest in the transaction and unrelated to Angiotech, the Board of Directors has also determined that the senior secured bridge loan is reasonable for Haemacure in the circumstances.

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