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Cytophage 2.5-million-share private placement

2024-02-07 16:22 ET - Private Placement

Prior to the completion of the transaction, the target completed a non-brokered private placement of subscription receipts (the financings) which have been exchanged into the following securities on a postconsolidation basis in the company.

Number of shares:  2.5 million common shares

Purchase price:  $1.00 per common share

Warrants:  1.25 million common share purchase warrants to purchase 1.25 million common shares

Warrant exercise price:  $1.40 until Feb. 2, 2026, subject to acceleration

Number of placees:   33 placees

Aggregate existing insiders:  six insiders, 366,000 shares

In connection with the financings the finders will receive an aggregate cash fee of $42,525.00, and an aggregate of 35,525 finders' warrants. Each finder's warrant which was exchanged for one resulting issuer finder's warrant, is exercisable until Feb. 2, 2026, to acquire one resulting issuer unit, comprising one resulting issuer share and one-half of one resulting issuer warrant, at a purchase price equal to $1.00 per resulting issuer finder warrant.

Note that in certain circumstances the exchange may later extend the expiry date of the warrants, if they are less than the maximum permitted term.

The company issued a news release dated Feb. 2, 2024, confirming the closing of the transaction, and the release of net proceeds from the financings to the company.

Postconsolidation

Corporate jurisdiction:  Ontario

Capitalization:   unlimited number of common shares with no par value of which 53,753,356 common shares are issued and outstanding

Escrow:  11,937,493 common shares

Transfer agent:  TSX Trust Company

Trading symbol:  CYTO (new)

Cusip No.:  232821108 (new)

For further information, please refer to the company's filing statement dated Jan. 30, 2024.

The resulting issuer is classified as a "biotechnology research and development" company (NAICS 541710).

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