CALGARY, ALBERTA--(Marketwired - Jan. 25, 2017) - Drive Capital Corp. ("Drive Capital") an
entity controlled by Jed M. Wood, acquired a CDN$1,000,000 convertible debenture (the "Debenture"). The
Debenture is convertible into units ("Units") of Hemostemix Inc. (the "Issuer") (TSX
VENTURE:HEM) at a conversion price of CDN$0.16 per Unit. Each Unit consists of one common share (a
"Share") of the Issuer and one-half Share purchase warrant (a "Warrant"), with each whole
Warrant entitling the holder to acquire one additional Share for CDN$0.30 within 36 months of the original issuance of the
Debenture by the Issuer on September 2, 2016. Drive Capital subsequently disposed of the Debenture, transferring it to Wood
Capital Ltd., an entity controlled by Blake Wood, the adult son of Jed M. Wood.
Immediately prior to the acquisition and immediately after the disposition of the Debenture, Jed M. Wood had beneficial
ownership of or control over, directly or indirectly, an aggregate of 3,655,701 Shares, representing approximately 4.90% of the
issued and outstanding Shares on a non-diluted basis (it being understood by Jed M. Wood that there are 74,583,119 Shares issued
and outstanding as of the date hereof).
Immediately after the acquisition and prior to the disposition of the Debenture, Jed M. Wood had beneficial ownership of or
control over, directly or indirectly, an aggregate of 3,655,701 Shares, representing approximately 4.90% of the issued and
outstanding Shares on a non-diluted basis as of the date hereof, as well as the Debenture. As a result of the acquisition of the
Debenture, Drive Capital was entitled to acquire upon the conversion of the Debenture in full, 6,250,000 Units, comprising
6,250,000 Shares and 3,125,000 Warrants. Assuming a full conversion of the Debenture and the subsequent exercise of all of the
underlying Warrants, Drive Capital would have held 9,375,000 Shares, which as of the date hereof would be understood by Jed M.
Wood to be approximately 11.17% of what would then be the 83,958,119 issued and outstanding Shares assuming no other changes.
Based on all of the above assumptions Jed M. Wood would then have had beneficial ownership of or control over, directly or
indirectly, an aggregate of 13,223,201 Shares or 15.7% of what would then be the 83,958,119 issued and outstanding Shares on a
non-diluted basis.
The acquisition and the disposition of the Debenture have been entered into by Drive Capital for investment purposes. The
acquisition was the consummation of the preliminary agreement related thereto described in the news release of the Issuer dated
December 22, 2016 (the "December 22 News Release").
The Acquisition was negotiated and completed as between Drive Capital and the original subscriber for the Debenture
concurrently with Drive Capital having entered into a management contractor agreement with the Issuer dated December 16, 2016
(the "Management Agreement") as also described in the December 22 News Release. The Management Agreement
provides for Drive Capital to be compensated by way of (a) fees based on 15% of the total operating expenses of the Issuer over
the term (24 months) of the Management Agreement, and (b) options to acquire Shares to be granted from time to time in an amount
equivalent to seven percent (7%) of the Issuer's total issued and outstanding Shares from time to time, to be allocated as
determined by Drive Capital, among Drive Capital and new management and/or consultants recruited and/or engaged during the term
of the Management Agreement.
Also as described in the December 22 News Release, pursuant to the Management Agreement, Drive Capital will oversee and manage
all aspects of a corporate reorganization of the Issuer. Drive Capital is to report directly to the newly constituted board
of directors of the Issuer and will assist with the implementation of all corporate actions deemed necessary to ensure the
financial sustainability of the Issuer. In furtherance of the Management Agreement, Kyle Makofka, the Managing Director of Drive
Capital has been appointed as the Chief Restructuring Officer of the Issuer and has been involved in, amongst other things,
recruiting new directors and management for the Issuer.
As described in the Issuer's news release dated January 25, 2017, in the midst of formalizing arrangements with the original
subscriber for the Debenture relative to the Acquisition, Drive Capital also agreed to provide emergency funding to the Issuer
pursuant to a Demand Loan Agreement. Drive Capital has advanced CDN $375,000 pursuant to the Demand Loan Agreement, which
was secured by the same general security agreement granted by the Issuer as collateral security for the
Debenture. Concurrent with the Disposition, Drive Capital also assigned the Demand Loan Agreement and sold the related
indebtedness of the Issuer thereunder to Wood Capital Ltd.
In addition to the Acquisition, the Disposition, the matters related to the Demand Loan Agreement, and the other proposed
acquisitions described herein, Jed M. Wood and/or Drive Capital and/or their respective associates or affiliates may acquire or
dispose of additional securities of the Issuer, depending on market conditions and in compliance with applicable laws.