Hemostemix Closes $2,969,600 Private Placement

Rhea-AI Summary

Hemostemix (OTCQB: HMTXF) has successfully completed a non-brokered private placement, raising $2,969,600 through the sale of 29,696,000 units at $0.10 per unit. Each unit comprises one common share and one warrant exercisable at $0.15 for two years.

The company will use the proceeds to repay CD#1 at a 50% discount to face value ($1,250,000) and for general working capital, including marketing and sales of VesCell™. The placement included participation from directors Peter Lacey and Loran Swanberg. Additionally, Hemostemix granted 3,870,000 stock options to directors, officers, employees, and consultants at $0.13 per share, expiring July 23, 2030.

Positive

• None.

Negative

• Significant dilution with 29.7M new units issued
• Additional potential dilution from 3.87M stock options granted
• Related party transaction raises governance considerations
• Cash finder fees of $97,600 and 976,000 finder's options add to costs

Calgary, Alberta--(Newsfile Corp. - July 24, 2025) - Further to Hemostemix Inc's (TSXV: HEM) (OTCQB: HMTXF) (FSE: 2VF0) ("Hemostemix" or the "Company") June 26 and July 9th press releases, the Company is pleased to announce that it has completed its previously announced non-brokered private placement (the "Offering") for gross proceeds of $2,969,600 from the sale of 29,696,000 units of the Company (each, a "Unit") at a price of $0.10 per Unit.

Each Unit was comprised of one common share ("Common Share") and one common share purchase warrant ("Warrant"). Each Warrant may be exercised by the holder to acquire one Common Share at $0.15 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 $0.185 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 finder's options to purchase Common Shares of the Company at an exercise price of $0.15 per Common Share within 24 months from the closing date of the Offering.

The use of proceeds will be allocated to repayment of CD#1 in full at a 50% discount to face value ($1,250,000) 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 ("MI 61-101"), as Mr. Peter Lacey and Mr. 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 www.sedarplus.ca. 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% 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% 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 % of the issued and outstanding Common Shares of the Company on a non-diluted basis and 6.14% 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 15,000,000 Units of the Company and now owns, directly and indirectly, 24,316,937 Common Shares of the Company, which represent 13.40% of the issued and outstanding Common Shares of the Company on a non-diluted basis and 39,266,093 Common Shares, being 15.6% 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 www.sedarplus.ca 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 3,870,000 stock options to purchase common shares of the Company (the "Options") to directors, officers, employees and consultants. The Options were granted with an exercise price of $0.13 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, 2,290,000 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% 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

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 ten 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 to a five year mortality rate of 60% in the CLTI patient population, UBC and U of T reported to the 41st meeting of vascular surgeons: 0% mortality, cessation of pain, wound healing in 83% of patients followed for up to 4.5 years, as a midpoint result. For more information, please visit www.hemostemix.com.

For further information, please contact: Thomas Smeenk, President, CEO & Co-Founder: EM: tsmeenk@hemostemix.com / PH: 905-580-4170.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information in relation to the Closing of a non-brokered private placement, in furtherance of sales in Florida of VesCell™ (ACP-01), and the commercialization of ACP-01 via the sale of compassionate treatments under Florida SB 1768. There can be no assurance that such forward-looking information will prove to be accurate. Actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects Hemostemix's current beliefs and is based on information currently available to Hemostemix and on assumptions Hemostemix believes are reasonable. These assumptions include, but are not limited to: the underlying value of Hemostemix and its Common Shares; the successful resolution of any litigation that Hemostemix is pursuing or defending (the "Litigation"); the results of ACP-01 research, trials, studies and analyses, including the analysis being equivalent to or better than previous research, trials or studies; the receipt of all required regulatory approvals for research, trials or studies; the level of activity, market acceptance and market trends in the healthcare sector; the economy generally; consumer interest in Hemostemix's services and products; competition and Hemostemix's competitive advantages; and, Hemostemix obtaining satisfactory financing to fund Hemostemix's operations including any research, trials or studies, and any Litigation. Forward-looking information is Subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Hemostemix to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: the ability of Hemostemix to complete clinical trials, complete a satisfactory analyses and file the results of such analyses to gain regulatory approval of a phase II or phase III clinical trial of ACP-01; potential litigation Hemostemix may face; general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations including the actual results of future research, trials or studies; competition; changes in legislation affecting Hemostemix; the timing and availability of external financing on acceptable terms; long-term capital requirements and future developments in Hemostemix's markets and the markets in which it expects to compete; lack of qualified, skilled labour or loss of key individuals; and risks related to the COVID-19 pandemic including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures service disruptions, quarantines, self-isolations, shelters-in-place and social distancing, disruptions to markets, disruptions to economic activity and financings, disruptions to supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession or depression; the potential impact that the COVID-19 pandemic may have on Hemostemix which may include a decreased demand for the services that Hemostemix offers; and a deterioration of financial markets that could limit Hemostemix's ability to obtain external financing. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Hemostemix's disclosure documents on the SEDAR website at www.sedarplus.ca. Although Hemostemix has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of Hemostemix as of the date of this news release and, accordingly, it is Subject to change after such date. However, Hemostemix expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/259950

FAQ

How much did Hemostemix (HMTXF) raise in its July 2025 private placement?

Hemostemix raised $2,969,600 through the sale of 29,696,000 units at $0.10 per unit, with each unit including one common share and one warrant.

What are the terms of HMTXF's warrants from the July 2025 offering?

Each warrant is exercisable at $0.15 for two years, with an accelerator clause if the stock trades above $0.185 for 10 consecutive days after four months.

How will Hemostemix use the proceeds from the private placement?

The proceeds will be used to repay CD#1 at a 50% discount to face value ($1,250,000) and for general working capital, including marketing and sales of VesCell™.

What is Peter Lacey's ownership position in Hemostemix after the offering?

After subscribing to 15,000,000 units, Peter Lacey owns 24,316,937 shares (13.40%) on a non-diluted basis and 39,266,093 shares (15.6%) on a partially diluted basis.

What stock options did Hemostemix grant in July 2025?

Hemostemix granted 3,870,000 stock options to directors, officers, employees and consultants at an exercise price of $0.13 per share, expiring July 23, 2030.