HMSL Hemosol (MM)

Hemosol Announces Closing of Sale of $5,881,350 of Special Warrants TORONTO, Nov. 28 /PRNewswire-FirstCall/ -- Hemosol Inc. today announced that it has completed the sale of $5,881,350 of Special Warrants through Loewen, Ondaatje, McCutcheon Limited and Vengate Capital Partners Company as agents. The offering was first announced by Hemosol on November 7, 2003. "This new capital will allow the Company to complete our ongoing non-clinical analysis of HEMOLINK and to pursue revenue generating opportunities using our Meadowpine facility," said Lee Hartwell, Chief Executive Officer of Hemosol. "We are also actively evaluating other potential initiatives that are oriented to putting the Company on a long term growth path." The maximum size of the offering was 11,500,000 special warrants. Hemosol issued 7,841,800 special warrants at a purchase price of $0.75 per special warrant for gross proceeds of $5,881,350. Each special warrant will entitle the holder to acquire, at no additional cost, one common share and one-half of one warrant. Each whole warrant will entitle the holder to purchase one common share for $0.90 at any time for a period of 36 months following the closing, unless the volume-weighted average share price of a Hemosol common share is $2.25 or more for 20 consecutive trading days, in which case the warrants must be exercised within 30 days of the date of notice by Hemosol of such event. Hemosol received proceeds of $5,400,000 on closing of the transaction, representing 7,200,000 special warrants. $481,350 of proceeds representing the remaining 641,800 special warrants will be held in escrow. These proceeds will be released from escrow upon receipt of shareholder approval at a special meeting of Hemosol's shareholders to permit Hemosol to issue common shares and warrants underlying the special warrants representing more than 25% of Hemosol's common shares outstanding, pursuant to the Toronto Stock Exchange rules. If shareholder approval is not obtained within 60 days of closing, the escrowed proceeds will be paid to the purchasers, together with interest earned thereon. A preliminary prospectus qualifying the distribution of the common shares and warrants underlying the special warrants is expected to be filed shortly. Hemosol intends to use the net proceeds of the offering to finance the completion of the non-clinical analysis of HEMOLINK(TM) (hemoglobin raffimer), the implementation of Hemosol's contract manufacturing strategy for its Meadowpine facility, the further development of product candidates and for general corporate purposes. The closing is subject to customary conditions including TSX approval. This press release does not constitute an offer or invitation to subscribe for or purchase any securities in the United States or by any U.S. person. The securities offered have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States or to a U.S. person absent registration or an applicable exemption from registration requirements. About Hemosol Inc. Hemosol is a biopharmaceutical company focused initially on developing life-sustaining therapies for the treatment of acute anemia. Hemosol has a broad range of products in development, including HEMOLINK(TM) (hemoglobin raffimer), an oxygen therapeutic, that is designed to rapidly and safely improve oxygen delivery to the circulatory system. The Company is also developing additional oxygen therapeutics and a hemoglobin-based drug delivery platform to treat diseases such as hepatitis C and cancers of the liver, as well as a cell therapy initially directed to the treatment of cancer through its cell expansion and stem cell research activities. For more information visit Hemosol's website at http://www.hemosol.com/ Hemosol Inc.'s common shares are listed on The NASDAQ Stock Market under the trading symbol "HMSL" and on the Toronto Stock Exchange under the trading symbol "HML". HEMOLINK is a registered trademark of Hemosol Inc. Certain statements concerning Hemosol's future prospects are "forward- looking statements" under the United States Private Securities Litigation Reform Act of 1995. There can be no assurances that future results will be achieved, and actual results could differ materially from forecasts and estimates. Important factors that could cause actual results to differ materially from forecasts and estimates include, but are not limited to: Hemosol's ability to obtain regulatory approvals for its products; Hemosol's ability to successfully complete clinical trials for its products; technical or manufacturing or distribution issues; the competitive environment for Hemosol's products; the degree of market penetration of Hemosol's products; Hemosol's ability to obtain sufficient financing to complete clinical development of its products; and other factors set forth in filings with Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. These risks and uncertainties, as well as others, are discussed in greater detail in the filings of Hemosol with Canadian securities regulatory authorities and the U.S. Securities and Exchange Commission. Hemosol makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made. DATASOURCE: Hemosol Inc. CONTACT: Jason Hogan, Investor & Media Relations, (416) 361-1331, 800-789-3419, (416) 815-0080 fax, , http://www.hemosol.com/; Archived images on this organization are available through CNW E-Pix at http://www.newswire.ca/. Images are free to members of The Canadian Press. To request a free copy of this organization's annual report, please go to http://www.newswire.ca/ and click on reports@cnw.

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