PharmaGap Inc.
TSX VENTURE : GAP
OTC Bulletin Board : PHRGF

PharmaGap Inc.

August 17, 2011 16:30 ET

PharmaGap Completes Debt Conversion Transaction

OTTAWA, ONTARIO--(Marketwire - Aug. 17, 2011) - 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.

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