EATONTOWN, N.J.--Millennium Cell Inc. (NASDAQ:MCEL - News), a leading developer of hydrogen energy systems, today announced that shareholders at the annual meeting approved the potential issuance of 20% or more of the Company's currently outstanding shares to The Dow Chemical Company under a stock purchase agreement. This agreement is part of the proposed joint development program with Dow announced on February 28, 2005.

"Our relationship with Dow greatly enhances our ability to develop and commercialize our proprietary hydrogen energy systems for use in consumer electronics and military applications. With approval from our shareholders now in place, we expect to close shortly on this agreement with Dow and move forward with our collaborative efforts," commented H. David Ramm, Millennium Cell Interim President and CEO.

Additionally, the Company announced that shareholders re-elected all nine members of the Board of Directors to one-year terms and ratified the appointment of Ernst and Young LLP as the Company's independent public accountants for the 2005 fiscal year.

About Millennium Cell

Millennium Cell Inc. is engaged in the development of hydrogen energy systems for use primarily in portable electronics devices. Energy systems based on the Company's innovative and proprietary Hydrogen on Demand® technology safely generate high-quality hydrogen through the use of sodium borohydride. This chemical compound is non-combustible, high in energy density, easily distributed, and convenient for consumer use. Millennium Cell is developing technology in partnership with corporate and government entities. For more information, visit www.millenniumcell.com.