WINNIPEG, June 10, 2025 — TheNewswire - Cytophage Technologies Ltd. (“Cytophage” or the “Company”) (TSXV: CYTO, FSE: 70G) is pleased to announce that it has closed its previously announced non-brokered and upsized private placement (see press releases May 14, 2025 and May 29, 2025). The Company raised gross proceeds of C$1.55 million through the issuance of 7,750,000 units (each, a “Unit”) at a price of C$0.20 per Unit  (the “Offering”).

Each Unit consists of one common share of the Company and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional common share of the Company at a price of C$0.40 per share, for a period of 24 months from the date of issuance. Cytophage may accelerate the expiry of the Warrants if the volume weighted average trading price of its Common Shares on the TSX Venture Exchange (the “Exchange”) equals or exceed $0.60 for a period of 10 consecutive trading days (the “Acceleration Right”). In the event that Cytophage exercises the Acceleration Right it will do so by providing notice to all holders of Warrants.

A total of 7,750,000 common shares in the capital of the Company and 7,750,000 Warrants were issued to subscribers pursuant to the Offering. In connection with the Offering, the Company has also agreed, subject to receiving Exchange approval, to pay finder’s fees of C$27,545 in cash and to issue 128,975 broker warrants, on the same terms as the Warrants forming part of the Offering, to qualified non related parties. In accordance with the rules and policies of the Exchange and applicable Canadian securities laws, all securities issued are subject to a 4 month hold period expiring October 11, 2025.

The net proceeds of the Offering will be used by the Company to advance its cutting-edge phage technology in human health, animal health and for food security, as well as for general corporate purposes.  

The Company’s directors and senior officers have collectively subscribed for 1,212,500 units for C$242,500, representing approximately 15.7% of the total Offering. The issuance of Units to such insiders is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insiders does not exceed 25% of the market capitalization of the Company.      

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

 

About Cytophage 

Cytophage Technologies (TSXV:CYTO / FSE: 70G) is a pioneering biotechnology company dedicated to bacteriophage research, product development and commercialization. 

Bacteriophages are viruses that only infect and kill bacteria. These natural killers of bacteria can overcome cellular or organism-level defences. They are nature’s version of antibiotics. 

Cytophage is improving bacteria’s natural predators with environmental as well as genetic modifications to bring safe and toxin-free killer solutions to large addressable markets with an initial focus on animal health which offers a fast-track to near-term revenue. As a leading bacteriophage manufacturer in Canada and powered by a large library of  phage strains, Cytophage is committed to addressing the global challenge of antibiotic resistance (AMR). The WHO predicts that AMR will be the leading cause of human mortality by 2050. Many countries have already banned or limited preventative antibiotic use in animal production including 27 EU countries, US, Canada, Brazil, Bangladesh, India and Mexico. In addition to that, consumers all over the world are demanding organic and antibiotic-free products. 

Cytophage is using a de-risked and patented technology to advance innovative and cost competitive products that harness the power of bacteriophages to combat bacterial infections affecting human health, animal health, and food security.  

For more information on Cytophage Technologies and its innovative work in bacteriophage therapy, please visit www.cytophage.com.

For further information please contact:  

Julius Kalcevich, Chief Financial Officer
julius.kalcevich@cytophage.com | 647 705 5544 

Cytophage Investor Alerts: https://cytophage.com/subscribe/

 

Cautionary Statement on Forward-Looking Information 

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Cytophage to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption “Risk Factors” in Cytophage’s Filing Statement dated January 30, 2024, which is available for view on SEDAR+ at www.sedarplus.ca. These risks include but are not limited to, the risks associated with the bacteriophage industry, such as operational risks in development or capital expenditures, the uncertainty of extensive regulatory approval requirements, government regulations, protection of intellectual property, product liability and rapid technological advancements. Forward-looking statements contained herein are made as of the date of this press release, and Cytophage disclaims, other than as required by law, any obligation to update any forward-looking statements whether as a result of new information, results, future events, circumstances, or if management’s estimates or opinions should change, or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, the reader is cautioned not to place undue reliance on forward-looking statements.  

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release. 

  

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