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PharmaGap issues new Series 4 Notes

This Site:en.yinlu.net Source:en.yinlu.net Writer: Time:2007-11-22
OTTAWA, Nov. 21 /CNW Telbec/ - PharmaGap Inc. (TSX-V: - ; "PharmaGap"or "the Company"), a biotechnology company developing novel therapeuticcompounds for the treatment of cancer, today announced it has closed a newfinancing of secured convertible debentures ("Series 4 Notes") to SC StormontHoldings Inc. ("Stormont") by way of a private placement in the amount of$265,200. The Series 4 Notes are due on the earliest to occur of: (i) demandor (ii) February 26, 2009 and accrue interest at 10% per annum. The closing issubject to TSX Venture Exchange final approval.

The Series 4 Notes are convertible at any time by the holder into equityunits of the Company (the "Equity Units") at a price of $0.13 for each EquityUnit (each Equity Unit consists of one (1) common share and one (1) warrantwith a two (2) year term to purchase one (1) common share at an exercise priceof $0.195). The Series 4 Notes and the underlying common shares of the Companyrepresented by the Series 4 Notes are subject to a four (4) month hold perioduntil March 21, 2008 under the rules of the TSX Venture Exchange. The Series4 Notes are also callable by the Company under certain circumstances.

The Series 4 Notes rank in priority with respect to their securitycoverage with the Tranche 3, 4, 5 & 6 Series 3 Notes and Series 2 Notespreviously issued to investors.

Following conversion of all outstanding debentures, Stormont would hold28,646,419 of 54,279,610 common shares outstanding, representing a 52.8%interest (47.5% on a fully diluted basis). Stormont is controlled byRoderick M. Bryden, Chairman of PharmaGap.

PharmaGap's Board of directors (the "Board") has considered the relatedtransaction between PharmaGap and Stormont and the Board has determined thatthe related transaction is exempt from the valuation and minority votingrequirements of Ontario Securities Commission Rule 61-501 pursuant to section5.5 paragraph 2 and section 5.7 paragraph 2 of Rule 61-501.

    About PharmaGap Inc.    --------------------
PharmaGap Inc. (TSX-V: - ), based in Ottawa, ON, is a biotechnologycompany with a core focus on developing novel therapeutic compounds for thetreatment of cancer. PharmaGap's research platform targets cellular signallingpathways controlled by protein kinase C (PKC) isoforms. PharmaGap's lead drugcompound, PhGalpha1, is in preclinical development. The Company's strategy isto out-license drug compounds to larger life sciences companies at thepreclinical stage. Please visit .

    Note: The TSX-Venture Exchange does not accept 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.

For further information

Robert McInnis, President, (613) 990-9551,

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