Transaction
Valuation(1)
|
Amount
of Filing Fee(2)
|
|
$5,060,472
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$360.81
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(1)
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Estimated
for purposes of calculating the amount of the filing fee
only. ProUroCare Medical Inc. (the “Company”) is offering,
until August 2, 2010 (unless the offer is extended), to (i) all holders of
the Company’s 1,752,760 publicly traded warrants to purchase common stock
which were issued on January 12, 2009 in connection with our 2009 public
offering of units (the “Public Warrants”); (ii) all holders of the
Company’s 2,752,947 unregistered warrants to purchase common stock which
were issued on January 12, 2009 (the “Private Warrants”); and (iii)
1,244,829 warrants that were issued to participating holders of Public
Warrants and Private Warrants, pursuant to a 2009 exchange offer whereby
such holders had the opportunity to receive, upon the exercise of such
warrants, new three-year warrants, to temporarily modify the terms of such
warrants so that each warrant holder who tenders warrants during the
offering period for early exercise in accordance with the terms of the
offer will receive, in addition to the shares of common stock purchased
upon such exercise, new three-year warrants to purchase the same number of
shares of the Company’s common stock at an exercise price of $1.30 per
share. The transaction valuation is calculated pursuant to Rule
0-11(b) of the Securities Exchange Act of 1934, as amended, as the product
of 5,750,536 and $0.88. The transaction valuation assumes the
tender of 5,750,536 warrants by the Company’s warrant holders as a result
of this tender offer and was determined by using the average of the high
and low prices of the Company’s warrants reported on the Pink Sheets as of
June 29, 2010, which was $0.88.
|
(2)
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The
amount of filing fee is calculated pursuant to Rule 0-11(b) of the
Securities Exchange Act of 1934, as amended, The filing fee equals $71.30
for each $1,000,000 of the value of the transaction, and was calculated as
the product of the transaction valuation of $5,060,472 multiplied by
0.00007130.
|
x
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its
filing.
|
Amount
Previously Paid: $533.02.
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Filing
Party: ProUroCare Medical Inc..
|
|
Form
or Registration No.: Registration Statement on Form S-4.
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Date
Filed: July 2, 2010.
|
o
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
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PROUROCARE MEDICAL INC. | |||
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By:
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/s/ Richard C. Carlson | |
Richard C. Carlson | |||
Chief Executive Officer |