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Marshall Edwards Announces Rights Offering to Stockholders
Date:2/21/2012

SAN DIEGO, Feb. 21, 2012 /PRNewswire/ -- Marshall Edwards, Inc. (Nasdaq: MSHL), an oncology company focused on the clinical development of novel therapeutics targeting cancer metabolism, announced today that it has filed a registration statement on Form S-1 with the Securities and Exchange Commission for a rights offering to existing stockholders to purchase up to $8 million of its common stock. The Company will announce further details regarding the rights offering, including the record date, exercise price, date of distribution of the rights and expiration date of the offering promptly once determined.

Pursuant to the rights offering, Marshall Edwards will distribute subscription rights pro rata to holders of record of the Company's stock as of the close of business on the record date to be established for the offering. In addition, stockholders will be entitled to subscribe for additional rights that remain unsubscribed as a result of any unexercised rights.

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

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.

"We believe providing existing shareholders the right to purchase shares through a rights offering while maintaining their current level of ownership is an efficient, fair and equitable approach to raising capital at this time," said Daniel P. Gold, Ph.D., President and Chief Executive Officer of Marshall Edwards.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These
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