Calgary, Alberta--(Newsfile Corp. - February 2, 2022) - Hemostemix Inc. (TSXV: HEM) (OTCQB: HMTXF) ("Hemostemix" or the "Company") is pleased to announce a non-brokered private placement of up to 7,200,000 Units at $0.14 each for gross proceeds of up to $1,008,000 (the "Offering"). The Offering will consist of the issuance of an aggregate of up to 7,200,000 Units at a price of $0.14 per Unit. Each Unit consists of one common share in the capital of the Company ("Common Share") and one common share purchase warrant ("Warrant"), with each full Warrant entitling the holder to acquire one Common Share at a price of $0.40 per Common Share for a period of 24 months from the closing of the Offering, subject to the accelerated expiry provision described below.
If during any 10 consecutive trading days occurring after four months and one day has elapsed following the closing date of the Offering, the average 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 ("Exchange") is greater than or equal to $0.55 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 30th day after the date on which the Company issues such press release.
Proceeds from the Offering will be used to pay finder fees of 8% of the proceeds that are payable in connection with the closing, current filing and regulatory fees, clinical trial costs, with the balance to be used for general working capital.
The participation of one Officer in the $0.14 Offering 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 Existing shareholder exemption and investment dealer exemption
The $0.14 Offering is made available to existing shareholders of the Company who, as of the close of business on February 1, 2022 hold common shares of the Company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption set out in Alberta Securities Commission Rule 45-513 - Prospectus Exemption for Distribution to Existing Security Holders and in similar instruments in other jurisdictions in Canada. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the Company receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum amount of the financing, the Company intends to adjust the subscriptions received on a pro rata basis.
The Company has also made the Offering available to certain subscribers pursuant to the investment dealer exemption. In accordance with the requirements of the investment dealer exemption, the Company confirms that there is no material fact or material change about the Company that has not been generally disclosed.
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.