Hemostemix Increases Previously Closed Private Placement to $3,000,000

Rhea-AI Summary

Hemostemix (OTCQB: HMTXF) has increased its previously closed non-brokered private placement from $2,969,600 to $3,000,000 through the issuance of 3,000,000 additional units at $0.10 per unit. Each unit comprises one common share and one warrant exercisable at $0.15 for 24 months.

The company paid $100,032 in finder's fees and issued 1,000,320 finder's options. The proceeds will be used to repay CD#1 at a 50% discount ($1,250,000) and for general working capital. The offering constitutes a related party transaction, with directors Peter Lacey and Loran Swanberg participating. Following the offering, Mr. Lacey's ownership increased to 13.40% of outstanding shares (non-diluted) and 15.6% on a partially diluted basis.

Positive

• None.

Negative

• Dilution of existing shareholders through new share issuance
• Related party transaction may raise governance concerns
• Significant finder's fees of $100,032 plus 1,000,320 options

Calgary, Alberta--(Newsfile Corp. - July 31, 2025) - Further to its press release dated July 24, 2025, Hemostemix Inc. (TSXV: HEM) (OTCQB: HMTXF) (FSE: 2VF0) ("Hemostemix" or the "Company") wishes to provide an update regarding its previously closed non-brokered private placement (the "Offering").

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 $3,000,00, through the issuance of an aggregate total of 3,000,000 additional units of the Company (each, a "Unit"), at a price of $0.10 per Unit.

Each Unit is comprised of one common share (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one additional Common Share at an exercise price of $0.15 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 $0.185 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 finder's fees of $100,032 and issued 1,000,320 finder's options. Each finder's option entitles the holder to purchase one Common Shares at an exercise price of $0.15, 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#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 6.14% 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 15,000,000 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.

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/260914

FAQ

What is the size of Hemostemix's (HMTXF) increased private placement?

Hemostemix increased its private placement from $2,969,600 to $3,000,000, issuing 3,000,000 additional units at $0.10 per unit.

How will Hemostemix use the proceeds from the private placement?

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

What are the terms of the warrants in HMTXF's private placement?

Each warrant entitles holders to acquire one common share at $0.15 for 24 months, with an acceleration clause if shares trade above $0.185 for 10 consecutive days.

How much did Peter Lacey's ownership in Hemostemix increase after the offering?

Peter Lacey's ownership increased to 13.40% non-diluted (24,316,937 shares) and 15.6% partially diluted (39,266,093 shares if all warrants and options are exercised).

What finder's fees did Hemostemix pay for the private placement?

Hemostemix paid $100,032 in cash finder's fees and issued 1,000,320 finder's options exercisable at $0.15 for 24 months.