Hemostemix Oversubscribed, Closing $2,700,000 Private Placement and Settles $400,000 of Debt at $0.20 per Share

Rhea-AI Summary

Hemostemix (OTCQB: HMTXF) has announced an oversubscribed private placement, raising $2.7 million through a non-brokered offering, exceeding the initial target of $2.5 million. The company is issuing units at $0.10, with each unit comprising one common share and one warrant exercisable at $0.15 for two years.

Chairman Peter Lacey led the placement with a $1.5 million subscription. Additionally, the company has negotiated a debt settlement of $400,000 at $0.20 per share. Proceeds will be used to repay CD#1 and support working capital, including marketing and sales of VesCell™.

Positive

• Private placement oversubscribed, raising $2.7M versus initial $2.5M target
• Strong insider participation with Chairman's $1.5M lead order showing confidence
• Debt settlement at $0.20 per share, double the private placement price
• Warrant acceleration clause at $0.185 provides upside potential

Negative

• Significant dilution through new share issuance at $0.10 per unit
• Related party transaction with directors' participation requires regulatory scrutiny
• Company requires funding for continuing operational expenses

Calgary, Alberta--(Newsfile Corp. - July 9, 2025) - Hemostemix Inc's (TSXV: HEM) (OTCQB: HMTXF) (FSE: 2VF0) ("Hemostemix" or the "Company") non brokered private placement of $2,500,000 announced June 26 is oversubscribed. The Company will close the first tranche of $ 2,700,000, subject to the TSX Venture Exchange ("TSXV") approval on July 10, 2025.

Purchasers subscribed for Units at $0.10. Each Unit consists of one Common Share and one 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, 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 Exchange is greater than a weighted average price of $0.185 per common share, the Corporation 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.

Including Mr. Peter Lacey, Chairman, who subscribed with a lead order of $1,500,000, certain directors of the Company are participating 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 TSXV. 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 use of proceeds will be allocated to a repayment of CD#1 in full, and general working capital in support of the company's continuing operational expenses, including marketing and sales of the VesCell™.

Debt Settlement Agreement at $0.20 per Share

The Company has negotiated the settlement of $400,000 of debt with certain creditors of the Company at $0.20 per share, and it is completing related filings with the TSXV Exchange.

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/258261

FAQ

What is the size and price of Hemostemix (HMTXF) private placement in July 2025?

Hemostemix's private placement is $2.7 million, priced at $0.10 per unit, with each unit including one common share and one warrant exercisable at $0.15 for two years.

How much did Hemostemix Chairman Peter Lacey invest in the July 2025 private placement?

Chairman Peter Lacey made a lead order of $1.5 million in the private placement.

What is the debt settlement amount and price for Hemostemix (HMTXF)?

Hemostemix is settling $400,000 of debt at $0.20 per share, pending TSXV Exchange approval.

What will Hemostemix use the proceeds from the private placement for?

The proceeds will be used to repay CD#1 in full and for general working capital, including marketing and sales of VesCell™.

What is the warrant acceleration clause in Hemostemix's July 2025 private placement?

If the stock trades above $0.185 for 10 consecutive trading days after 4 months from closing, warrants' expiry can be accelerated to 30 days following notice.