PharmaGap Inc.

TSX VENTURE : GAP
OTC Bulletin Board : PHRGF


PharmaGap Inc.

August 04, 2011 08:00 ET

PharmaGap Completes $496,405 Private Placement

OTTAWA, ONTARIO--(Marketwire - Aug. 4, 2011) - PharmaGap Inc. (TSX VENTURE:GAP)(OTCBB:PHRGF) ("PharmaGap" or "the Company") announced today that it has completed a private offering of 5,515,610 equity units (the "Units") for a net aggregate amount of $496,405. On July 13, 2011 the Company completed an initial close of 884,500 Units. Today's final closing of 4,631,110 Units brings the total number of Units issued in this Offering to 5,515,610 and total gross proceeds at $0.09 per Unit to $496,405.

Each Unit consists of one common share and one warrant to purchase one common share at an exercise price of $0.14 per common share with a two year warrant term. The closing of this private placement is subject to the approval of the TSX Venture Exchange and the shares and warrants issued pursuant to the private placement are restricted from trading for four months from the date of closing.

In connection with this closing, $1,224 in cash fees and 13,600 broker warrants will be paid to Northern Securities Inc., bringing the total payment to Northern Securities Inc. for the full issue to $6,707 cash fees and 74,520 broker warrants. Broker warrants are issued on the same terms and conditions as the warrants included in the Units. A cash finder's fee in the amount of $28,000 will be paid to an individual dealing at arm's length to PharmaGap.

In order to facilitate the placement, SC Stormont Holdings Inc. ("Stormont"), a company owned by PharmaGap's Chairman, Mr. Roderick M. Bryden, has agreed to enter into Securities Lending Agreements with any of the investors who so request to provide free-trading shares in exchange for the shares acquired in this placement which are restricted from trading for a period of four months from the issue date.

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.

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