PharmaGap Inc.
OTC Bulletin Board : PHRGF

PharmaGap Inc.

November 19, 2010 08:25 ET

PharmaGap Completes Private Placement of Equity Units

OTTAWA, ONTARIO--(Marketwire - Nov. 19, 2010) - PharmaGap Inc. (TSX VENTURE:GAP) (OTCBB:PHRGF) ("PharmaGap" or "the Company") announced today that it has completed a private offering of equity units (the "Units") in the amount of $572,000. A total of 3,931,268 units were issued at a price of $0.1455 per Unit. Each Unit consists of one common share and one warrant to purchase a common share at an exercise price of $0.25 per share for the first two years and $0.35 per share for the third year of the three 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 private placement, cash finder's fees in the amount of $36,375 will be paid to an individual dealing at arm's length to PharmaGap.

In order to facilitate the placement, Stormont has agreed with the individual investors to purchase from the investors the shares issued in the placement, at the issue price, on June 30, 2011. The Stormont purchase agreement shall lapse in the event the PharmaGap common shares trade above $0.20 per share for 20 consecutive trading days. Stormont has also agreed to enter into Securities Lending Agreements with each of the investors to provide free-trading shares in exchange for shares acquired in this placement which are restricted from trading for a period of four months from the issue date.

Mr. Roderick M. Bryden, Chairman of the Company and of Stormont, commented "I have great confidence in the value of PharmaGap and its drug program, and am very pleased to be able to facilitate this placement."

About PharmaGap Inc.

PharmaGap Inc. (TSX-V: 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

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 managements current expectation 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 the 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 law, 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: the ability to secure licensing arrangements; successful development of PharmaGap's drug products for human use; competition from alternate therapies; product liability; intellectual property; reliance on key personnel; interest rates; uninsured and underinsured losses; operating hazards; risks of future legal proceedings; 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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