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Simavita Limited Announces Closing of First Tranche of Private Placement Offering

SYDNEY, AUSTRALIA -- (Marketwired) -- 06/22/14 -- Simavita Limited ("Simavita" or the "Company") (TSX VENTURE:SV) (ASX:SVA) is pleased to announce that the Company has closed an initial tranche (the "First Tranche") of a private placement (the "Private Placement"), as previously announced on June 18, 2014 in Canada (June 19, 2014 in Australia), to sophisticated and institutional investors in Australia and the United Kingdom.

Pursuant to the First Tranche, Simavita raised AUD$3,099,003 by issuing 6,886,673 common shares ("Shares") and Chess Depository Interests ("CDIs") in the Company at an issue price of AUD$0.45 per Share and CDI. Each CDI issued in Australia will represent one Share of Simavita and will rank equally with existing CDIs.

The Private Placement also consists of a subsequent tranche (the "Second Tranche") (subject to shareholder approval) that, when combined with the First Tranche, is expected to raise total gross proceeds of AUD$6,025,000 at an issue price of AUD$0.45 per Share and CDI. In addition, Simavita will be conducting a capital raise only in Australia via a CDI purchase plan (the "SPP") to raise up to an additional AUD$1,080,000 at an issue price of AUD$0.45 per CDI. The SPP offer is expected to open on June 25, 2014 and will remain open until July 25, 2014. The Company will reserve the right to scale back proportionally any oversubscriptions of CDIs in the SPP and to close the SPP offer early. Full details of the SPP including offer and acceptance forms will be sent to shareholders in the coming days.

The proceeds from the Private Placement and the SPP will be used to: (i) accelerate the roll-out of Simavita's current technologies in the US and European markets; (ii) accelerate SIM(TM) Generation 5 (cloud compatible) product and SIM(TM) Community Care (home-based) product; (iii) appoint distributors to roll-out SIM(TM) Generation 4 in Europe; (iv) acquire and develop complimentary intellectual property; and (v) for general working capital purposes.

All CDIs issued pursuant to the Private Placement are to be fully tradeable and listed on the Australian Securities Exchange (the "ASX"). Quotation of the CDIs issued pursuant to the First Tranche is expected to occur on the ASX on July 2, 2014.

The Shares issued pursuant to the Private Placement that are listed on the TSX Venture Exchange will be subject to a statutory four month hold plus one day commencing from the date of issuance. The Private Placement is subject to TSX Venture Exchange acceptance of requisite regulatory filings.

The Company will, subject to regulatory approval, pay a cash commission of up to a total of 5.5% of the aggregate amount raised from certain investors in respect of the Private Placement to Integrated Equity Pty. Ltd., Bell Potter Securities Limited and Shaw Corporate Finance Pty. Limited (all of which are arm's length parties to the Private Placement).

Special Meeting of Shareholders

As previously disclosed in the Company's June 18, 2014 press release, in connection with the Second Tranche, the Company will hold a special meeting of shareholders (the "Meeting") on Wednesday, July 23, 2014 at 10:00am (Australian Eastern Standard time). For Canadian corporate law purposes, the record date for the Meeting is June 12, 2014. In accordance with the listing rules of the ASX, the Company's ability to issue greater than 15% of the current issued and outstanding share capital in a rolling 12 month period requires prior approval from its shareholders.

Therefore, the purpose of the Meeting is to consider, and if deemed appropriate, to pass resolutions:


i.  approving and ratifying, for the purposes of ASX Listing Rule 7.4, the
    issue of the First Tranche; and 
ii. approving and authorizing, for the purposes of the ASX Listing Rule
    10.11 and all other purposes, the participation of certain directors of
    the Company (or entities associated with them), and an insider, Dussman
    Pty. Ltd. (an entity associated with Director Mr. Damien Haakman), the
    issuing to them pursuant to the Second Tranche an aggregate of 6,502,216
    common shares in the capital of the Corporation at an issue price of
    AUD$0.45 per share.

Assuming that shareholder approval is granted, the Second Tranche is expected to close as soon as practicable following the Meeting. Notice of the Meeting and materials will be dispatched as soon as possible which will set out further information regarding the First Tranche and the Second Tranche.

The Company confirms that, with the release of this announcement, the Company is in full compliance with its continuous disclosure obligations for purposes of the ASX and, as such, it requests that the current trading halt of its securities be lifted immediately.

For further information, please check our website (www.simavita.com) or contact the persons outlined below.

About Simavita

Simavita is a medical device company that has developed an innovative, world first solution for the management of urinary incontinence, with a focus on the elderly. The first product is the SIM(TM) platform technology which is an instrumented incontinence assessment application that provides evidence-based incontinence management care plans to the residential aged care market.

About SIM(TM)

SIM(TM) is a wireless sensor technology that delivers evidence-based instrument incontinence data on individuals. SIM(TM) provides user friendly tools and software to assess the incontinence condition and to help plan better outcomes. SIM(TM) is used to detect, record and report incontinence events during a compulsory or recommended assessment period in residential aged care facilities to develop an evidence-based incontinence care plan.

Conducting assessments is mandatory in many countries and the incontinence assessment creates an influential element of care of each individual. For more information on Simavita or SIM(TM), please visit www.simavita.com.

The TSX Venture Exchange has in no way passed upon the merits of the transactions set out herein and has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange not its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this Release.

Forward-Looking Information

This document may contain "forward-looking information" within the meaning of Canadian securities laws ("forward-looking information"). This forward-looking information is given as of the date of this document.

Forward-looking information relates to future events or future performance and reflects Simavita management's expectations or beliefs regarding future events and includes, but is not limited to, information with respect to the successful completion of the Private Placement and SPP. Assumptions upon which such forward-looking information is based include that Simavita will be able to successfully execute on its business plans. Many of these assumptions are based on factors and events that are not within the control of Simavita and there is no assurance they will prove to be correct.

In certain cases, forward-looking information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "potential", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or information that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. By its very nature forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Simavita to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include, among others, risks related to actual results of current business activities; changes in business plans and strategy as plans continue to be refined; other risks of the medical devices and technology industry; delays in obtaining governmental approvals or financing or in the completion of development activities; as well as those factors detailed from time to time in Simavita's interim and annual financial statements and management's discussion and analysis of those statements. Although Simavita has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Simavita provides no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information.

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