Hemostemix Inc.
TSX VENTURE : HEM

Hemostemix Inc.

December 22, 2016 20:43 ET

Hemostemix Announces Reorganization

TORONTO, ONTARIO--(Marketwired - Dec. 22, 2016) -

NOT FOR DISSEMINATION TO U.S. WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Hemostemix Inc. ("Hemostemix" or the "Company") (TSX VENTURE:HEM) announces the execution of a management contractor agreement with Drive Capital Inc. ("Drive") dated December 16, 2016. Pursuant to the agreement, Drive will oversea and manage all aspects of a corporate reorganization of Hemostemix, including the appointment of a new Board of Directors and management team. Drive shall report directly to the new Board and will assist with the implementation of all corporate actions deemed necessary to ensure the financial sustainability of Hemostemix. The agreement has a term of two years and Drive will be compensated based on 15% of the total operating expenses over the term of the agreement and options to acquire common shares in the capital of the Issuer to be granted from time to time in an amount equivalent to seven percent (7%) of the Client's total issued and outstanding Shares.

Hemostemix also announces it has reached an agreement with the holders of its $644,000 promissory notes and $500,000 of demand loans to convert the debts into common shares of Hemostemix at prices of $0.16 and $0.20, respectively. The conversion will result in the aggregate issuance of 6,525,000 common shares of the company. Hemostemix along with the holder of its previously issued $1,000,000 secured convertible debenture, have approved the sale of the debenture to Drive Capital. The debenture was originally issued pursuant to a private placement which closed on September 2, 2016 (refer to the company's news release dated September 2, 2016 for details of the terms and conditions of the debenture and promissory notes).

Hemostemix also announces it will issue 200,000 common shares at a deemed price of $0.20 to Wolverton Securities Ltd. ("Wolverton") and two former employees of Wolverton as final settlement of $40,000 owed pursuant to the terms of a Right of First Refusal Waiver Agreement dated April 20, 2016 between Hemostemix and Wolverton.

Hemostemix will issue a subsequent press release containing the details of the backgrounds of the incoming board of directors and management team, status of the phase 2 clinical trial, future financing plans, new strategic partners and to the extent not contained in this press release, additional information with respect to the conversion of the debts and sale of the debenture.

The completion of the above noted transactions are subject to the approval of TSX Venture Exchange and all other necessary regulatory approval. All common shares issued on the settlement of debts shall be subject to a statutory four month hold period from the date of issuance.

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 currently enrolls participants in the phase 2 trial at four sites in South Africa and two sites in Canada. The Company recently received FDA clearance to commence clinical trials in the United States.

Hemostemix Inc. is traded on the TSX Venture Exchange under the trading symbol HEM. For more information, visit www.hemostemix.com or email office@hemostemix.com.

Neither the TSX Venture Exchange Inc. 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.

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. 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.

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