Hemostemix Closes Private Placement of $461,230

Rhea-AI Summary

Hemostemix (OTCQB: HMTXF) announced on November 4, 2025 that it closed the first tranche of a non-brokered private placement, raising $461,230 through issuance of 4,193,000 Units at $0.11 per Unit.

Each Unit includes one common share and one warrant exercisable at $0.15 for two years, with an accelerated expiry if the 10-day weighted average trading price exceeds $0.185 after four months. The company paid cash finder's fees of $23,698.40 and issued 215,440 Finder's Options with the same exercise price for 24 months.

Net proceeds will fund general working capital and marketing for VesCell. Certain directors participated; the company relied on exemptions under MI 61-101. Closing is subject to regulatory acceptance and securities are subject to a four-month hold.

Positive

• Gross proceeds of $461,230 raised
• Issued 4,193,000 new Units to bolster liquidity
• Warrants exercisable at $0.15 for two years

Negative

• Immediate dilution from 4,193,000 issued Common Shares
• Potential additional dilution from 4,193,000 warrants and 215,440 Finder's Options
• Finder's fees of $23,698.40 reduced net proceeds

Calgary, Alberta--(Newsfile Corp. - November 4, 2025) - Hemostemix Inc. (TSXV: HEM) (OTCQB: HMTXF) (FSE: 2VF0) ("Hemostemix" or the "Company"), the leading autologous (patient's own) stem cell therapy company offering VesCell™ (ACP-01) to no-option individuals suffering from pain related to angina, peripheral arterial disease, chronic limb threatening ischemia, ischemic cardiomyopathy, non-ischemic dilated cardiomyopathy, congestive heart failure, and total body ischemia, is pleased to announce it has closed its first tranche of its previously announced non-brokered private placement of units (the "Offering"), as originally disclosed on October 8, 2025. The Company raised aggregate gross proceeds of $461,230 through the issuance of 4,193,000 units ("Units") at a price of $0.11 per Unit.

Each Unit consists of one common share in the capital of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each full Warrant entitles the holder to acquire one additional Common Share at a price of $0.15 per share for a period of two (2) years from the closing date of the Offering, subject to the accelerated expiry provision described below.

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 (the "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 will be 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's fees of approximately $23,698.40 and issued 215,440 finder's options (the "Finder's Options"). Each Finder's Option entitles the holder to purchase one Common Share at an exercise price of $0.15 per share for a period of 24 months from the closing date of the Offering.

The net proceeds of the Offering will be used for general working capital and to support ongoing operations, including the marketing and sales of VesCell™, the Company's proprietary stem cell therapy.

Certain directors of the Company, directly and indirectly, participated 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 Exchange. 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% of the Company's market capitalization calculated in accordance with MI 61-101.

The Offering is subject to all necessary regulatory approvals including acceptance from the Exchange. All securities issued in connection with the Offering will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

Grand Rounds at the University of Florida - November 12, 2025

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 eleven 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 50% 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 financing of the Company related to treatment of CLTI in Florida and the completion of the treatment of pain related to angina, peripheral arterial disease, chronic limb threatening ischemia, ischemic cardiomyopathy, non-ischemic dilated cardiomyopathy, congestive heart failure, and total body ischemia with Angiogenic Cell Precursors (ACP-01) in furtherance of sales 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/273170

FAQ

How much did Hemostemix (HMTXF) raise in the November 4, 2025 private placement?

$461,230 in gross proceeds from the first tranche.

How many Units and shares were issued in Hemostemix's offering?

4,193,000 Units were issued; each Unit includes one common share.

What are the warrant terms for Hemostemix (HMTXF) private placement?

Each warrant entitles one share at $0.15, exercisable for two years, with possible 30-day accelerated expiry.

What will Hemostemix use the net proceeds for after the offering?

Net proceeds will be used for general working capital and to support marketing and sales of VesCell.

Did insiders participate in Hemostemix's November 2025 private placement (HMTXF)?

Yes; certain directors participated, and the company relied on MI 61-101 exemptions.

Are the securities from Hemostemix's offering subject to hold periods?

Yes; securities are subject to a four-month hold period under Canadian securities laws.