APA

(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)

Medifocus Inc. (TSX VENTURE:MFS)(OTCQX:MDFZF) (Medifocus or the Company)
announces that it has completed the first tranche of its previously announced
private placement. The Company issued 18,367,253 units (each a Unit) at a price
of $0.15 per Unit for gross proceeds of $2,755,088. Each Unit is comprised of
one common share (a Common Share) and one Series B Common Share purchase warrant
(a Warrant). Each Warrant entitles the holder to purchase one additional Common
Share at a price of $0.20 for a period of 24 months following the completion of
the Offering. If, at any time prior to April 26, 2014, the daily volume weighted
average trading price of the Common Shares on the TSX Venture Exchange exceeds
$0.75 for at least 10 consecutive trading days, Medifocus may, within 30 days of
such occurrence, give an expiry acceleration notice to the holders of Warrants
and, if it does so, the Warrants will, unless exercised, expire on the 30th day
after the expiry acceleration notice is given. The Common Shares and Warrants
issued in connection with the private placement, and any Common Shares issued
upon the exercise of the Warrants, will have a hold period in Canada until
October 8, 2012. 


The Company expects to close on a second tranche of the private placement upon
receiving final TSX Venture Exchange Approval. The second tranche is expected to
consist of 22,200,000 Units for proceeds of $3,330,000. 


The proceeds of this offering will be primarily used for working capital and to
continue its pivotal phase III clinical trials using Medifocus Microfocus APA
1000 System for the treatment of breast cancer (including all related
professional expenses). 


Medifocus owns a patented microwave focusing technology platform (the Adaptive
Phased Array ("APA") technology), which can precisely target and control
microwave energy to cause heating in cancerous tumors anywhere in the body
reliably and repeatedly. The ability to target tumors with a precision
controlled dose of heat can be used to destroy tumors at higher temperatures, to
treat tumors in combination with chemotherapy and/or radiation at moderate
temperatures for increased effectiveness and reduced toxicity and to trigger the
targeted release of therapeutic drugs and genes at tumor sites at lower
temperatures. While the core technology has been licensed from the Massachusetts
Institute of Technology, Medifocus has further refined the precision of the
microwave focusing and control ability and developed a commercial system
dedicated exclusively for the treatment of Breast Cancer. Please visit
www.medifocusinc.com for more details.

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