Mr. Thomas Smeenk reports
HEMOSTEMIX CLOSING $3,000,000 PRIVATE PLACEMENT
Further to the June 26 and July 9 press releases announcing the Hemostemix Inc.'s non-brokered private placement of $2.5-million and its oversubscription, the company has accepted additional over-subscriptions totalling $500,000. The company is amending its filing with the TSX Venture Exchange for a private placement for gross proceeds of up to $3-million.
Purchasers have subscribed for units at 10 cents. Each unit consists of one common share and one warrant. Each warrant may be exercised by the holder to acquire one common share at 15 cents for a period of two years from the closing date, subject to the following accelerator: If, on any 10 consecutive trading days occurring after four months and one day has elapsed following the closing date, the closing sales price of the common shares (or the closing bid, if no sales were reported on a trading day) as quoted on the exchange is greater than a weighted average price of 18.5 cents per common share, the corporation may provide notice in writing to the holders of the warrants by issuance of a press release that the expiry date of the warrants is accelerated to the date that is 30 days following such press release.
Including Peter Lacey, chairman, and Loran Swanberg, director, who subscribed for $1.5-million and $100,000, respectively, certain directors of the company are participating in the offering, which constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101) and the policies of the TSX-V. The company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 on the basis that the company is not listed on a specified stock exchange and, at the time the offering was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves an interested party (within the meaning of MI 61-101) in the offering, exceeds 25 per cent of the company's market capitalization calculated in accordance with MI 61-101.
The use of proceeds will be allocated to repayment of CD No. 1 in full at a 50-per-cent discount to face value ($1.25-million) and general working capital in support of the company's continuing operational expenses, including marketing and sales of VesCell.
About Hemostemix Inc.
Hemostemix is an autologous stem cell therapy platform company, founded in 2003. A winner of the World Economic Forum Technology Pioneer Award, the company has developed, patented, is scaling and selling autologous (patient's own) blood-based stem cell therapy, VesCell (ACP-01). Hemostemix has completed seven clinical studies of 318 subjects and published its results in 10 peer-reviewed publications. ACP-01 is safe, clinically relevant and statistically significant as a treatment for peripheral arterial disease, chronic limb threatening ischemia, non ischemic dilated cardiomyopathy, ischemic cardiomyopathy, congestive heart failure and angina. Hemostemix completed its phase II clinical trial for chronic limb threatening ischemia and published its results in the Journal of Biomedical Research & Environmental Science. As compared with a five-year mortality rate of 60 per cent in the CLTI patient population, the University of British Columbia and the University of Toronto reported to the 41st meeting of vascular surgeons: 0-per-cent mortality, cessation of pain, wound healing in 83 per cent of patients followed for up to 4.5 years, as a midpoint result.
We seek Safe Harbor.
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