Mr. Thomas Smeenk reports
HEMOSTEMIX INCREASES PREVIOUSLY CLOSED PRIVATE PLACEMENT TO $3,000,000
Further to the press release dated July 24, 2025, Hemostemix Inc. has provided an update regarding its previously closed non-brokered private placement.
The company confirms that, following the receipt of additional subscriptions not included in the original offering, which closed on July 23, 2025, the size of the offering has been increased from $2,969,600 to $3-million, through the issuance of an aggregate total of three million additional units of the company at a price of 10 cents per unit.
Each unit is composed of one common share and one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share at an exercise price of 15 cents for a period of 24 months from the closing date of the offering, subject to an acceleration clause: If, on any 10 consecutive trading days occurring after four months and one day from the closing date, the closing price of the common shares on the TSX Venture Exchange (or the closing bid if no sales were reported) is greater than a weighted average of 18.5 cents per share, the company may accelerate the expiry of the warrants by issuing a press release notifying holders that the warrants will expire 30 days from the date of such press release.
In connection with the increased offering, the company paid aggregate cash finders' fees of $100,032 and issued 1,000,320 finders' options. Each finder's option entitles the holder to purchase one common share at an exercise price of 15 cents, exercisable for a period of 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 at SEDAR+. 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 6.14 per cent of the issued and outstanding common shares of the company on a non-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+.
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, has patented, is scaling and is 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 2 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, University of British Columbia and University of Toronto reported to the 41st meeting of vascular surgeons: 0 per cent mortality, cessation of pain and wound healing in 83 per cent of patients followed for up to 4.5 years, as a midpoint result.
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