Mr. Julius Kalcevich reports
CYTOPHAGE ANNOUNCES CLOSING OF UPSIZED NON-BROKERED PRIVATE PLACEMENT
Cytophage Technologies Ltd. has closed its
previously announced non-brokered and upsized private placement (see press releases dated May 14, 2025,
and
May 29, 2025). The company raised gross proceeds of $1.55-million through the issuance of 7.75 million units at a price of 20 cents per unit.
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 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.
A total of 7.75 million common shares in the capital of the company and 7.75 million warrants were issued to subscribers pursuant to the offering. In connection with the offering, the company has also agreed, subject to receiving exchange approval, to pay finders' fees of $27,545
in cash and to issue
128,975
broker warrants, on the same terms as the warrants forming part of the offering, to qualified non-related parties. In accordance with the rules and policies of the exchange and applicable Canadian securities laws, all securities issued are subject to a four-month hold period expiring Oct. 11, 2025.
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 subscribed 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 the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 as the company is not listed on a specified market and the fair market value of the participation in the offering by the insiders does not exceed 25 per cent of the market capitalization of the company.
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.
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