Cytophage Technologies Inc. announced that it has entered into an subscription receipt agreement for a non-brokered private placement for aggregate gross proceeds of CAD 2,500,000 on November 6, 2023. The company will issue 2,500,000 subscription receipts at an issue price of CAD 1 per subscription receipt for gross proceeds of CAD 2,500,000 in the transaction. Each subscription receipt will following the completion of the transaction and the satisfaction of the escrow release conditions, entitle the holder to receive, for no additional consideration, one unit.

Immediately prior to closing and provided the Escrow Release Conditions are satisfied or waived each one Subscription Receipt shall be exchanged automatically, for no additional consideration and with no further action on the part of the holder thereof, into one unit of the company. Each unit shall consist of one common share and one-half of one common share purchase warrant. Each warrant shall be exercisable into one Common Share, as the case may be, at a price of CAD 1.40 for a period of 24 months from the escrow release date.

All required shareholder and regulatory approvals, including, without limitation, the conditional approval of the TSXV for the listing of the Resulting Issuer Shares on the TSXV and the Transaction, have been received. The offering is expected to close on or about November 24, 2023, or such other date as determined by company. In connection with the offering, the company may pay certain duly registered and eligible finders a cash fee equal to up to 7.0% of the aggregate gross proceeds raised from subscribers introduced by them.

The finders may also receive such number of finder?s warrants as is equivalent to up to 7.0% of the number of Subscription Receipts issued to subscribers introduced by them. Each Finder?s Warrant will be exercisable at an exercise price of CAD 1 to acquire one unit at any time during the twenty-four months following the Closing Date.