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Marshall Edwards Announces Private Placement

SAN DIEGO, May 2, 2011 /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 entered into a definitive agreement with certain institutional investors to sell in a private placement common stock and warrants for gross proceeds of up to $4 million, before deducting fees and expenses of the offering, of which approximately $1.1 million would result from the sale of approximately 835,217 shares of common stock at $1.333 per share. The remaining $2.9 million would be subject to the exercise of one-year series B warrants at their initial exercise price of $1.333 per share and the fulfillment or waiver of certain conditions.

The Company will also issue series A warrants which will initially represent the right to purchase up to 626,413 shares of common stock exercisable after six months for a period of five years and subject to proportionate increases to the extent the series B warrants are exercised. Series C warrants may entitle the holders to obtain additional shares of common stock exercisable in the event the trading price of the common stock is below certain levels on specified future dates during a period of up to one year following the closing date.

The offering is expected to close on or about May 13, 2011, subject to certain customary closing conditions as well as the closing of the transactions contemplated by the asset purchase agreement entered into between the Company and its majority shareholder, Novogen Limited, and Novogen Research Pty Limited on December 21, 2010, which is pending approval at a meeting of Novogen shareholders on May 6, 2011.

The net proceeds from the offering will be used primarily to continue development of Marshall Edwards' two lead oncology programs, including a Phase I clinical trial of its intravenous drug candidate NV-143, which has demonstrated pre-clinical activity against a broad range of tumor cell lines, as well as the necessary studies required to initiate clinical trials of its lead mitochondrial inhibitor candidate NV-344 later this year.

ROTH Capital Partners acted as the sole placement agent for the offering.

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