Excaliber subsidiary merges with VistaGen

May 17 2011

Excaliber Enterprises, Ltd. (OTC Bulletin Board: EXCA) announced today that its wholly-owned subsidiary has merged (the Merger) with VistaGen Therapeutics, Inc. (VistaGen), a private biotechnology company focused on stem cell-based drug rescue and drug development. As a result of the Merger, VistaGen is a wholly-owned subsidiary of Excaliber. Excaliber, now headquartered in VistaGen's South San Francisco facility, will continue the business of VistaGen focused on development and commercial applications of VistaGen's stem cell technology platform, Human Clinical Trials in a Test Tube™, and AV-101, VistaGen's orally available prodrug candidate in Phase 1 clinical studies for treatment of neuropathic pain.

“The positioning of VistaGen as a public company through our strategic merger with Excaliber, together with the recent capital raise, are important milestones, each providing further opportunity for us to advance our core programs”

Upon the closing of the Merger: Jon S. Saxe and Shawn K. Singh were appointed as directors of Excaliber; Stephanie Jones and Matthew Jones resigned as officers of Excaliber; Shawn K. Singh was appointed as Chief Executive Officer; VistaGen's founder, H. Ralph Snodgrass, Ph.D., was appointed President and Chief Scientific Officer; and A. Franklin Rice was appointed as Chief Financial Officer.

Immediately prior to the Merger, VistaGen completed a $3.87 million financing (including cancellation of $1.0 million of debt) to accredited investors, including a $1.5 million investment by Platinum Long Term Growth Fund. The financing consisted of 1.10 million Units at a price of $3.50 per Unit (as adjusted to give effect to the Merger). Each Unit consisted of one share of VistaGen Common Stock and a 3-year warrant to purchase a one fourth of one share of VistaGen Common Stock at a price of $5.00 per share (as adjusted to give effect to the Merger). In addition, concurrently with the closing of the Unit financing, VistaGen converted approximately $6.17 million of convertible promissory notes into approximately 1.76 million Units and converted all of its outstanding shares of Preferred Stock into shares of Common Stock on a one-for-one (1:1) basis.

"The positioning of VistaGen as a public company through our strategic merger with Excaliber, together with the recent capital raise, are important milestones, each providing further opportunity for us to advance our core programs," said Shawn K. Singh, Chief Executive Officer. "Both in our labs in South San Francisco and through our collaboration with Dr. Gordon Keller in Toronto, we have assembled a dedicated and experienced team that is passionate about the transformative potential of our stem cell technology. We appreciate the essential vision and long-term loyalty of our early investors and the enthusiasm and support of our recent investors. Our goal is simple: use stem cell technology to make better medicine."

VistaGen's Human Clinical Trials in a Test Tube™ platform is based on a combination of proprietary and exclusively licensed stem cell technologies, including technologies developed over the last 20 years by Canadian scientist, Dr. Gordon Keller, and Dr. Ralph Snodgrass, VistaGen's founder, President and Chief Scientific Officer. Dr. Keller is currently the Director of the University Health Network's McEwen Centre for Regenerative Medicine in Toronto. Dr. Keller's research is focused on understanding and controlling stem cell differentiation (development) and production of multiple types of mature, functional, human cells from pluripotent stem cells, including heart cells and liver cells that can be used in VistaGen's biological assay systems (drug screening systems) for drug rescue. Dr. Snodgrass has nearly 20 years experience in both academia and industry in the development and application of stem cell differentiation systems for drug discovery and development. With mature heart cells produced from stem cells, VistaGen has developed CardioSafe 3D™, a three-dimensional bioassay system. VistaGen believes CardioSafe 3D™ is capable of predicting the in vivo cardiac effects, both toxic and non-toxic, of small molecule drug candidates before they are tested in humans. VistaGen's immediate goal is to leverage CardioSafe 3D™ to generate and monetize a pipeline of small molecule drug candidates through drug rescue collaborations focused on heart toxicity. VistaGen intends to expand its drug rescue capabilities by introducing LiverSafe 3D™, a human liver cell based toxicity and metabolism bioassay system. In parallel with its drug rescue activities, VistaGen plans to advance pilot preclinical cell therapy programs focused on heart, liver and cartilage repair, each based on the proprietary differentiation and production capabilities of its Human Clinical Trials in a Test Tube™ platform.

Prior to July 30, 2011, Excaliber intends to change its name to VistaGen Therapeutics, Inc. VistaGen Therapeutics, Inc. will receive a new ticker symbol on the OTC Bulletin Board once the name change is completed.