Mr. Julius Kalcevich reports

CYTOPHAGE ANNOUNCES UPSIZING OF ITS NON-BROKERED PRIVATE PLACEMENT

Cytophage Technologies Ltd. has upsized its previously announced non-brokered private placement (see press release dated May 14, 2025). The company now anticipates raising gross proceeds of approximately $1.55-million through the issuance of 7.75 million units at 20 cents per unit, and has closed its books to further indications and orders.

The company received higher than anticipated interest from the investor community and, as a result, has increased the size of the offering by $550,000 to accommodate the additional demand.

Closing of the transaction, subject to the final approval of the TSX Venture Exchange, is targeted for June 5, 2025.

Transaction details

As noted in the company's prior press release, each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one additional common share of the company at a price of 40 cents per warrant share for a period of 24 months from the date of issuance. Cytophage may accelerate the expiry of the warrants if the volume-weighted average trading price of its common shares on the TSX Venture Exchange equals or exceeds 60 cents for a period of 10 consecutive trading days. In the event that Cytophage exercises the acceleration right, it will do so by providing notice to all holders of warrants.

The net proceeds of the offering will be used by the company to advance its cutting-edge phage technology in human health, in animal health and for food security, as well as for general corporate purposes.

The company's directors and senior officers have collectively agreed to subscribe for 1,212,500 units for $242,500, representing approximately 15.7 per cent of the total offering.

The issuance of units to such insiders is considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, does not exceed 25 per cent of the company's market capitalization.

The company may pay finders' fees of up to 7 per cent of gross proceeds raised and issue warrants, on the same terms as the warrants forming part of the units, of up to 7 per cent of the number of units sold to investors to qualified non-related parties in accordance with the policies of the exchange. All securities issued under the offering, including warrant shares issuable on exercise of the warrants, will be subject to a hold period expiring four months and one day after issuance in accordance with the rules and policies of the exchange and applicable Canadian securities laws.

First quarter 2025 financial statements

The company also wishes to announce that it has filed its financial results for the quarter ended March 31, 2025. The consolidated financial statements should be read in conjunction with the accompanying management's discussion and analysis for the quarter ended March 31, 2025. All documents are available on SEDAR+ on the company's profile page.

About Cytophage Technologies Ltd.

Cytophage Technologies is a pioneering biotechnology company dedicated to bacteriophage research, product development and commercialization.

Bacteriophages are viruses that only infect and kill bacteria. These natural killers of bacteria can overcome cellular- or organism-level defences. They are nature's version of antibiotics.

Cytophage is improving bacteria's natural predators with environmental, as well as genetic, modifications to bring safe and toxin-free killer solutions to large addressable markets with an initial focus on animal health, which offers a fast track to near-term revenue. As a leading bacteriophage manufacturer in Canada and powered by a large library of phage strains, Cytophage is committed to addressing the global challenge of antibiotic resistance. The World Health Organization predicts that AMR will be the leading cause of human mortality by 2050. Many countries have already banned or limited preventative antibiotic use in animal production, including 27 European Union countries, United States, Canada, Brazil, Bangladesh, India and Mexico. In addition to that, consumers all over the world are demanding organic and antibiotic-free products.

Cytophage is using a derisked and patented technology to advance innovative and cost-competitive products that harness the power of bacteriophages to combat bacterial infections affecting human health, animal health and food security.

We seek Safe Harbor.