PharmaGap Completes Debt Conversion Transaction
August 17 2011 - 3:30PM
Marketwired
PharmaGap Inc. (TSX VENTURE: GAP)(OTCBB: PHRGF) ("PharmaGap" or
"the Company") today announced it has issued an aggregate total of
1,807,766 common shares of the Company to Dr. Jenny Phipps, Mr.
Robert Letellier, and Mr. Daniel Larkin (the "Subscribers"), each
of whom is a director and founder of the Company, pursuant to
previously announced agreements to convert an aggregate amount of
$170,834 owed by the Company to the Subscribers in respect of
bonuses, salary accrual and severance amounts originally incurred
in the years 2001 through 2003 at a price of $0.0945 per common
share. Following the issuance, the Subscribers own an aggregate
total of 6,568,958 common shares, being approximately 5% of the
130,158,909 common shares outstanding. The common shares were
issued pursuant to TSX Venture Exchange ("TSX-V") Policy 4.3,
"Shares for Debt".
In its consideration and approval of this transaction, the
company's board of directors (the "Board") took note of the fact
that the agreements with the Subscribers are related party
transactions, as defined in Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("MI 61-101") and that it is in the best interests of the Company
to conclude the agreements expeditiously. The Board determined that
the transactions are exempt from the formal valuation and minority
approval requirements of MI 61-101 under sections 5.5(a) and 5.7(a)
of MI 61-101 respectively. Individual directors with an interest in
the transactions complied with the requirements of s. 120 of the
Canada Business Corporations Act in respect of the transactions
About PharmaGap Inc.
PharmaGap Inc. (TSX VENTURE: GAP), based in Ottawa, ON, is a
biotechnology company with a core focus on developing novel peptide
therapeutics for the treatment of cancer. PharmaGap's GAP-107B8 is
a novel peptide drug that has been shown to be highly cytotoxic to
numerous cancer types, including chemo-resistant cancers, in vitro.
For more information on PharmaGap please visit the Company's
website at www.pharmagap.com.
Forward Looking Statements
This news release contains certain statements that constitute
forward-looking statements as they relate to the Company and its
management. Forward-looking statements are not historical facts but
represent management's current expectations of future events, and
can be identified by words such as "believe", "expects", "will",
"intends", "plans", "projects", "anticipates", "estimates",
"continues", and similar expressions. Although management believes
that expectations represented in such forward-looking statements
are reasonable, there can be no assurance that they will prove to
be correct.
By their nature, forward-looking statements include assumptions
and are subject to inherent risks and uncertainties that could
cause actual future results, conditions, actions or events to
differ materially from those in the forward-looking statements. If
and when forward-looking statements are set out in this news
release, PharmaGap will also set out the material risk factors or
assumptions used to develop the forward-looking statements. Except
as expressly required by applicable securities laws, the Company
assumes no obligation to update or revise any forward-looking
statements. The future outcomes that relate to forward-looking
statements may be influenced by many factors, including, but not
limited to: results of ongoing product testing and development;
regulatory approvals required to complete development of products;
ability to manufacture product at quality and scale for human use
on an economically sound basis; patient reimbursement by private
and public health insurance programs; unintended side effects of
products; competitive products; product liability; intellectual
property; reliance on key personnel; risks of future legal
proceedings; income tax matters; availability and terms of
financing; distribution of securities; effect of market interest
rates on price of securities, and potential dilution.
Note: Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. No Securities Commission or other
regulatory authority having jurisdiction over PharmaGap has
approved or disapproved of the information contained herein. This
release contains forward looking statements that may not occur or
may change materially.
Contacts: Robert McInnis President & CEO (613) 990-9551
bmcinnis@pharmagap.com
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