NOT FOR DISSEMINATION TO U.S. WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
BLACKFALDS, Alberta, Aug. 25, 2017 (GLOBE NEWSWIRE) -- Hemostemix Inc.
(“Hemostemix” or the “Company”) (TSX VENTURE:HEM) is pleased to announce that the Company has
raised gross proceeds of $5,144,140 from its previously announced brokered private placement of subscription receipts (the
“Brokered Private Placement”). The Company closed on the Brokered Private Placement today
together with a related non-brokered private placement of subscription receipts pursuant to which it raised additional gross
proceeds of $163,445 (the “Non-Brokered Private Placement”) and the offering of rights
(“Rights”) which expired on August 11, 2017 (the “Rights Offering”), which as previously
announced the Company raised gross proceeds of $1,063,750.75, for aggregate gross proceeds from the Company from the three sources
of $6,371,335.75.
The Company issued an aggregate of 127,426,715 subscription receipts (“Subscription Receipts”),
consisting of 102,882,800 pursuant to the Brokered Private Placement, 3,268,900 pursuant to the Non-Brokered Private Placement and
as previously disclosed, 21,275,015 pursuant to the Rights Offering.
The Non-Brokered Private Placement consisted of sales to investors resident in the United States and was treated
by the Company and PI Financial Corp. (“PI” or the “Agent”) as part of the previously disclosed
overall offering consisting of the Rights Offering and the private placement offering (together the “Offering”),
pursuant to which the Company and the Agent had established that if the Company did not on a combined basis raise gross proceeds of
a minimum of $5,000,000 (the “Minimum Offering”), the Company would not close on any conversion of Subscription
Receipts.
As previously announced, the Offering is part of a capital raising program consisting of (i) a $4,400,000
secured credit transaction, (ii) the Rights Offering, (iii) the Brokered Private Placement (as now supplemented by the Non-Brokered
Private Placement); and (iv) a series of shares for debt transactions (collectively, the “Financings”). Details of
the uses of the gross proceeds of the Financings are described in the Company’s rights offering circular dated July 17, 2017 (the
“Circular”), a copy of which may be obtained under the Corporation’s profile on SEDAR at www.sedar.com.
The gross proceeds of the Offering, will be held in escrow on behalf of the subscribers by Computershare Trust
Company of Canada, as escrow agent (the “Escrow Agent”) pending the delivery by the Corporation and the Agent, to
the Escrow Agent, a joint notice (the “Release Notice”), confirming that the release conditions are satisfied
prior to the escrow deadline, both as the previously described (the date upon which that occurs being the “Release
Date”).
Assuming that occurs, each Subscription Receipt issued pursuant to the Offering will automatically be converted
into 127,426,715 units (“Units”) consisting of 127,426,715 common shares in the capital of Hemostemix (each a
“Common Share”) and 63,713,357 transferable warrants (each whole warrant, a “Warrant”). Each
Warrant will entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at price of $0.20 for a
period of 2 years from the Release Date, with an accelerated exercise provision attached to each Warrant commencing on the day
following (x) the conversion of the applicable Subscription Receipts into Units and (y) the expiry of any applicable hold period on
the underlying Common Share, stating that if, for ten consecutive trading days, the closing price of the listed shares of the
Company exceeds $1.00, then the Company may elect to accelerate the expiry date by providing the Warrant holders, 30 days notice by
way of a press release of the accelerated expiry date.
A conversion of the Subscription Receipts into Units would result in a post-closing total of 202,009,834
outstanding Common Shares.
In the event the Release Notice is not provided on or before the escrow deadline, the subscriptions evidenced by
each Subscription Receipt shall be automatically terminated and cancelled and each holder of Subscription Receipts will be entitled
from and after such time to receive: (i) a refund of the aggregate subscription price in respect of such holder’s Subscription
Receipts; and (ii) such holder’s pro rata portion of interest earned, if any, from the closing of the Offering to the
termination time, on the escrowed proceeds less applicable withholding taxes, if any.
Pursuant to the Agency Agreement and the Soliciting Dealer Agreement between the Company and the Agent related
to the Brokered Private Placement and the Rights Offering respectively, the Company is due to pay a cash commission of 7.5% of the
gross proceeds from the Brokered Private Placement and 5% of the gross proceeds from the Rights Offering, other than any
Subscription Receipts sold to subscribers listed on the president’s list of the Company (the “President’s List”)
for which the Company will pay a 3% cash commission. All cash commissions are to be paid upon the Release Date. In addition, the
Company was to pay the Agent a corporate finance fee of up to $30,000 + $1,500 GST for a total of $31,500 as well all reasonable
costs and expenses related to the Offering. In connection with the current closing, the corporate finance fee and costs and
expenses were paid by the Company to the Agent.
Also on the Release Date, the Company will be due to issue to the Agent warrants (the “Agent’s
Warrants”) equal in number to: (a) 7.5% of the aggregate number of Units underlying the Subscription Receipts sold under
the Private Placement Offering, other than any Subscription Receipts sold to subscribers listed on the President’s List, (b) 5% of
the aggregate number of Units underlying the Subscription Receipts sold under the Rights Offering, other than any Subscription
Receipts sold to subscribers listed on the President’s List, and (c) with respect to the aggregate number of Units underlying the
Subscription Receipts sold to Subscribers on the President's List: (i) 3% of the aggregate number of Units underlying the
Subscription Receipts in relation to sales comprising up to 12.5% of the aggregate number of Subscription Receipts offered under
the Offering; and (ii) 7.5% of the aggregate number of Units underlying the Subscription Receipts in relation to any sales in
excess of such sales. Each Agent’s Warrant entitle the Agent to purchase, at an exercise price equal to $0.05, one unit (each an
“Agent’s Unit”) consisting of one Common Share (each an “Agent’s Share”) and one-half of one
warrant (each whole warrant an “Agent’s Unit Warrant”). Each Agent’s Unit Warrant shall be exercisable into one
additional Common Share for two years from the Release Date at an exercise price of $0.20 per Common Share, with an accelerated
exercise provision attached to each Agent’s Unit Warrant commencing on the day following the expiry of any applicable hold period
on the underlying Common Share, stating that if, for ten consecutive trading days, the closing price of the listed shares of the
Issuer exceeds $1.00, then the Company may elect to accelerate the expiry date by providing the Agent’s Unit Warrant holders, 30
days written notice together with the issue of a press release of the accelerated expiry date. The Agent’s Warrants may be
exercised at any time and from time to time for a period of three years following the Release Date.
The Company projects being due to pay the Agent $370,148.04 in cash commissions and to issue 7,879,961 Agent’s
Warrants.
The Company and the Agent have also mutually agreed to extend the related escrow deadline and termination date
described in its July 11, 2017 and August 15, 2017 press releases from August 25, 2017 to September 15, 2017.
ABOUT HEMOSTEMIX INC.
Hemostemix is a public clinical-stage biotechnology company that develops and commercializes innovative
blood-derived cell therapies for medical conditions not adequately addressed by current treatments. It is the first clinical-stage
biotech company to test a stem-cell therapy in an international, multicenter, phase 2 clinical trial for patients with critical
limb ischemia (CLI), a severe form of peripheral artery disease (PAD) caused by reduced blood flow to the legs. The phase 2 trial
targets a participant’s diseased tissue with proprietary cells grown from his or her blood that can support the formation of new
blood vessels.
Hemostemix Inc. is traded on the TSX Venture Exchange under the trading symbol HEM. To
find out more visit hemostemix.com or email office@hemostemix.com.
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.
The securities offered pursuant to the Rights Offering have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be
unlawful.
Forward-Looking Statements
This release may contain forward-looking statements. Forward-looking statements are statements that are not
historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,”
“intends,” “estimates,” “projects,” “potential,” and similar expressions, or that events or conditions “will,” “would,” “may,”
“could,” or “should” occur. Although Hemostemix believes the expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from
those in forward-looking statements. Forward-looking statements are based on the beliefs, estimates, and opinions of Hemostemix
management on the date such statements were made. By their nature forward-looking statements are subject to known and
unknown risks, uncertainties, and other factors which may cause actual results, events or developments to be materially different
from any future results, events or developments expressed or implied by such forward-looking statements. Such factors
include, but are not limited to, the Company’s stage of development, long-term capital requirements and future ability to fund
operations, future developments in the Company’s markets and the markets in which it expects to compete, risks associated with its
strategic alliances and the impact of entering new markets on the Company’s operations. Each factor should be considered
carefully and readers are cautioned not to place undue reliance on such forward-looking statements. Hemostemix expressly
disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information,
future events, or otherwise.
Contact: Kyle Makofka, Chief Restructuring Officer Bay 1, 5220 Duncan Avenue, PO Box 10 Blackfalds, Alberta T0M 0J0 Phone: (403) 506-3373 E-Mail: kmakofka@drivecapital.ca
