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Biopool International Comments on Proxy Filing by Stockholder Group.


Business Editors

VENTURA, Calif.--(BUSINESS WIRE)--June 19, 2001

Biopool International, Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
:BIPL BIPL Biphase Level ) today confirmed that a proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 and other solicitation materials were filed with the Securities and Exchange Commission by a stockholder group.

The group objects to Proposal Number 3 (to amend the Company's Certificate of Incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof.  to prohibit stockholder action by written consent, and to preclude the ability of stockholders to call a special meeting), and to Proposal Number 4 (to amend the Company's Certificate of Incorporation to authorize the issuance of one or more series of Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
, the rights, preferences and privileges of which may be designated by the Board of Directors) presented in the Company's Proxy Statement. The Company intends to make a presentation to its stockholders at the Annual Meeting on June 21 relating to relating to relate prepconcernant

relating to relate prepbezüglich +gen, mit Bezug auf +acc 
 these proposals and requests that stockholders carefully review the Company's Proxy Statement. The Company also provides the following additional information:

Proposal to amend the Company's Certificate of Incorporation to prohibit stockholder action by written consent, and to preclude the ability of stockholders to call a special meeting:
-- Earlier this year, the Board adopted a new set of bylaws to replace the
antiquated set of bylaws of the Company (adopted in 1987).

-- The Board believes that provisions allowing for minority groups of
stockholders to act outside of the protocol of the Annual Meeting of
Stockholders are not in the best interests of ALL of the stockholders.

-- This proposal was intended to align the Company's corporate governance
structure contained in its Certificate of Incorporation with that of most
publicly held Delaware corporations.

-- This proposal was not directed to restrict corporate action, but rather, to
ensure that all corporate action come before the entire body of stockholders at
the Annual Meeting.

-- By eliminating an individual stockholder's right to call a Special Meeting,
or to vote by written consent, the Company is better able to ensure that all of
the Company's stockholders are provided with an adequate opportunity to
consider and vote on stockholder matters because each matter would be required
to be presented at the Company's Annual Meeting of Stockholders.

-- These amendments allow the Company to set a record date for stockholder
action, and to avoid confusion and ambiguity by ensuring that all stockholders
receive proper notice of the action, and the opportunity to participate.


Proposal to amend the Company's Certificate of Incorporation to authorize the issuance of one or more series of Preferred Stock, the rights, preferences and privileges of which may be designated by the Board of Directors:

-- Following the business combination of Biopool and Xtrana,

revenue from Xtrana products and research grants has not

materialized as rapidly as previously hoped.

-- The Company's existing revenue from its Hemostasis hemostasis /he·mo·sta·sis/ (he?mo-sta´sis) (he-mos´tah-sis)
1. the arrest of bleeding by the physiological properties of vasoconstriction and coagulation or by surgical means.

2.
 Business

segment is its only meaningful source of revenue, and is not

sufficient to support the Company's continued investment in

its R&D efforts; consequently, the Corporation is currently

consuming its cash resources.

-- The Company has sufficient cash reserves Cash reserves

See: Cash investments


cash reserves

Investment funds that are held in short-term assets such as Treasury bills and certificates of deposit until more permanent investment opportunities are available.
 to last at least 12

months without raising additional capital, but nonetheless

will likely be required to raise additional capital in the

future in order to support its operations and/or accelerate

the commercialization of its technologies.

-- Management believes it is highly unlikely that the Company

will be able to access the public financial markets.

-- If the Company accesses private capital, management believes

that a financial investor would insist on a Preferred Stock

security.

-- Market conditions would not allow for the time consuming and

costly process of obtaining stockholder approval in advance of

a proposed financing of this type.

-- It is not unusual for a corporation's Certificate of

Incorporation to provide for "blank check Blank check

A check that is duly signed, but the amount of the check is left blank to be supplied by the drawee.
" preferred stock

authority; the Board's ability to use this vehicle is subject

to its fiduciary obligations under Delaware law to act in the

interests of all stockholders.

Interested stockholders are encouraged to attend the Annual Meeting.

Founded in 1987, Biopool International develops, manufactures, and markets a full range of test kits to assess and diagnose disorders of blood coagulation Noun 1. blood coagulation - a process in which liquid blood is changed into a semisolid mass (a blood clot)
blood clotting

clotting, coagulation, curdling - the process of forming semisolid lumps in a liquid
, thrombotic risk factors, fibrinolysis fibrinolysis /fi·bri·nol·y·sis/ (fi?brin-ol´i-sis) dissolution of fibrin by enzymatic action.fibrinolyt´ic

fi·bri·nol·y·sis
n. pl.
, platelet function, and the vascular system. Effective with the Company's merger with Xtrana, the Company also develops nucleic acid-based tests for use in drug discovery, detection of environmental and food contaminants, forensics See computer forensics. , and identity testing, human and animal diseases, genetic predisposition genetic predisposition Molecular medicine The tendency to suffer from certain genetic diseases–eg, Huntington's disease, or inherit certain skills–eg, musical talent  to disease, and other applications. To learn more about Biopool International, visit its new website at www.xtrana.com.

NOTE: This press release contains forward-looking statements, which are based upon current expectations that involve a number of risks and uncertainties including, but not limited to, technological innovations of competitors, changes in health care regulations, litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 claims, foreign currency fluctuation, product acceptance or changes in government regulation of the Company's products, as well as other factors discussed in the Company's last Report on Form 10-K-SB under "Risk Factors."
COPYRIGHT 2001 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2001, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Jun 19, 2001
Words:794
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