Chemaphor Inc.

Chemaphor Inc.

April 15, 2011 18:12 ET

Chemaphor Announces Proposed Private Placement

OTTAWA, ONTARIO--(Marketwire - April 15, 2011) - Chemaphor Inc. (TSX VENTURE:CFR), today announced that it is proposing to complete a non-brokered private placement resulting in gross proceeds of up to approximately $1,000,000. It is currently anticipated that the proposed private placement will be completed in April, 2011.

It is intended that the private placement will involve the sale of units at $0.10 per unit. Each unit will consist of one common share and one half of a common share purchase warrant. Each warrant will entitle the holder to acquire one common share of Chemaphor at an additional purchase price of $0.10 per share at any time up to two years from the closing date. The warrants are subject to an accelerated expiry if, at any time after an initial 4 month hold period expires, the closing price of Chemaphor's common shares on the TSX Venture Exchange exceeds $0.20 for any 20 consecutive trading days, in which event the holder will be given notice that the warrants will expire 30 days following the date of such notice. The warrants may be exercised by the holder during the 30-day period between the notice and the expiration of the warrants.

Chemaphor expects to use the services of agents in connection with the placement. The agents may receive, as part of their remuneration, commissions equal to up to 10% of the gross proceeds of the financing attributable to such agents and agent warrants equal to 10% of the number of units attributable to such agents which are exercisable into common shares of Chemaphor at an additional purchase price of $0.10 per share at any time up to two years from the closing date.

Closing of the proposed private placement is subject to certain customary conditions, including, but not limited to, the execution of definitive subscription agreements with subscribers, and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

The net proceeds of the proposed offering will be used to fund working capital and research and development expenditures and for general corporate purposes.

The securities issued under this private placement will be subject to restrictions on transfer, including a hold period ending four months after issuance. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities. The securities described above shall only be offered and issued pursuant to available exemptions from the prospectus and registration requirements of applicable securities laws.

Chemaphor is dedicated to the research and development of science-based, natural health products for people and animals.

Chemaphor is listed on the TSX Venture Exchange and trades under the symbol CFR.

Forward Looking Statements

This news release includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with the proposed private placement. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions "will", "anticipate", "believe", "plan", "estimate", "expect", "intend", and similar expressions. The forward-looking statements reflect the current expectations of Chemaphor Inc. regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations. Chemaphor may not receive commitments from subscribers in the amount anticipated, regulatory and other required approvals may not be received or closing conditions may not be satisfied. Except as required by law, Chemaphor assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.

Neither 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.

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