Mr. Thomas Smeenk reports
HEMOSTEMIX CLOSES $2,969,600 PRIVATE PLACEMENT
Further to Hemostemix Inc.'s June 26 and July 9 press releases, the company has completed its previously announced non-brokered private placement for gross proceeds of $2,969,600 from the sale of 29,696,000 units of the company at a price of 10 cents per unit.
Each unit comprises one common share and one common share purchase 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 of the offering, 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 TSX Venture Exchange is greater than a weighted average price of 18.5 cents per common share, the company 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.
In connection with the offering, the company paid eligible finders aggregate cash finder fees of approximately $97,600 and issued 976,000 finders' options to purchase common shares of the company at an exercise price of 15 cents per common share within 24 months from the closing date of the offering.
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.
The offering constitutes a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, as Peter Lacey and Loran Swanberg, both directors of the company, directly and indirectly participated in the offering. Pursuant to MI 61-101, the company will file a material change report providing disclosure in relation to each related party transaction on SEDAR+ under the company's profile. The company did not file the material change report more than 21 days before the expected closing date of the offering as the details of the offering were not settled until shortly prior to the conclusion of the offering, and the company wished to complete the offering on an expedited basis for sound business reasons. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on sections 5.5(a) and (b) of MI 61-101 as the fair market value of the transaction, insofar as it involves each of the significant shareholders, is not more than 25 per cent of the company's market capitalization. Additionally, the company is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves each of the significant shareholders, is not more than 25 per cent of the company's market capitalization. The offering was previously approved by the board of directors of the company, including disinterested directors. No special committee was established in connection with the transaction, and no materially contrary view was expressed or made by any director.
Early warning report
Immediately prior to the offering, Mr. Lacey owned, directly and indirectly, 9,316,937 common shares of the company, which represented per cent of the issued and outstanding common shares of the company on a non-diluted basis and 6.14 per cent on a partially diluted basis, based on 1,806,956 stock options that Mr. Lacey owns to acquire 1,806,956 common shares and 13,142,200 warrants to acquire 13,142,200 common shares. Immediately following the closing of the offering, Mr. Lacey subscribed to 15 million units of the company and now owns, directly and indirectly, 24,316,937 common shares of the company, which represent 13.40 per cent of the issued and outstanding common shares of the company on a non-diluted basis and 39,266,093 common shares, being 15.6 per cent on a partially diluted basis, assuming the warrants and options are exercised and converted to common shares.
This news release is being issued pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, persons who wish to obtain a copy of the early warning report to be filed by Mr. Lacey in connection with this offering herein may obtain a copy of such reports from SEDAR+ or by contacting the person named below.
Grant of Stock options
The company is pleased to announce that in accordance with its stock option plan, it has granted a total of 3.87 million stock options to purchase common shares of the company to directors, officers, employees and consultants. The options were granted with an exercise price of 13 cents per common share and have an expiry date of July 23, 2030. After this option issuance, the company has 18,111,694 options issued and outstanding. Of the options granted, 2.29 million options were issued to directors and officers of the company. The company relied on Section 5.5(b) of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101) as the exemption from the formal valuation requirements of MI 61-101 and TSX Venture Exchange Policy 5.9 in respect of the options grant to the directors and officers of the company as no securities of the company are listed on a specified market as defined in MI 61-101. The company relied on Section 5.7(a) of MI 61-101 as the exemption from the minority approval requirements of MI 61-101 and TSX Venture Exchange Policy 5.9 in respect of the options grant to the directors and officers of the company as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the options granted to the directors and officers of the company exceeded 25 per cent of the company's market capitalization. The compensation committee and board of directors of the company have approved the options grant and no materially contrary view or abstention was expressed or made by any director in relation to the options grant. The material change report to be filed in relation to the options grant will not be not filed at least 21 days prior to the completion of the options grant as contemplated by MI 61-101. The company believes that this shorter period is reasonable and necessary in the circumstances as the completion of the options grant occurred shortly before the issuance of this news release and the filing of such material change report.
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, UBC and 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.
© 2026 Canjex Publishing Ltd. All rights reserved.