PharmaGap Announces Receipt of Notice of Conversion of Convertible Debentures



    OTTAWA, Feb. 11 /CNW Telbec/ - PharmaGap Inc. (TSX-V: GAP) ("PharmaGap"
or "the Company") today announced that it has received notice from SC Stormont
Holdings Inc. ("Stormont"), holder of 98.5 % of the Company's outstanding
Convertible Secured Debentures (the "Debentures"), that Stormont intends to
exercise the conversion rights in the Debentures to convert to common shares
and warrants of the Company on or prior to the February 26, 2009 maturity
date.
    Total principal and interest owed to Stormont as at the expected
conversion date of February 25, 2009 will be $4,116,556. Of this amount,
$3,128,633 would convert at a price of $0.13 into 24,066,408 common shares.
$557,461 would convert at a price of $0.13 into 4,288,157 common shares and
4,288,157 warrants with an exercise price of $0.195, expiring February 26,
2009. $123,415 would convert at a price of $0.175 into 705,226 common shares
and 705,226 warrants with an exercise price of $0.2625, expiring February 26,
2009. Finally, $307,047 would convert into common shares and warrants at a
conversion price equal to the market price for PharmaGap shares at the time of
conversion, and assuming a market price of $0.10 on the conversion date,
3,070,468 common shares and 3,070,468 warrants with an exercise price of $0.15
and an expiry date of June 10, 2009 would be issued. A total of approximately
32,130,259 common shares and 8,063,851 warrants would be issued.
    In accordance with their terms, conversion of Debentures held by third
parties in the amount of $61,537 will be triggered by the Stormont conversion.
These Debentures will convert into approximately 351,642 common shares and
351,642 common share purchase warrants with an exercise price of $0.2625 per
common share and a two year term.
    Following conversion, there are expected to be approximately 77,884,233
common shares outstanding, of which Stormont would hold approximately
34,993,121, or approximately 44.9%.
    Assuming exercise of all outstanding warrants following conversion, there
would be approximately 97,859,324 common shares outstanding, of which Stormont
would then hold approximately 43,056,972, or approximately 44.0%.
    Mr. Robert McInnis, President and Chief Executive Officer of the Company,
stated "I am pleased that Stormont continues to support and recognize the long
term value in PharmaGap by electing to convert its convertible debenture
position into a permanent equity position in the Company".

    About PharmaGap Inc.

    PharmaGap Inc. (TSX-V: GAP), based in Ottawa, ON, is a biotechnology
company with a core focus on developing novel therapeutic compounds for the
treatment of cancer. PharmaGap's research platform targets cellular signalling
pathways controlled by Protein Kinase C (PKC) isoforms. PharmaGap's lead drug
compound, PhG-alpha-1, is in preclinical development and targets PKC alpha.
The Company's strategy is to out-license drug compounds to larger life
sciences companies at the preclinical stage. For more information on PharmaGap
please visit the Company's website at www.pharmagap.com.

    
    Note: The TSX-Venture Exchange does not accept 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.
    




For further information:

For further information: Robert McInnis, President & CEO, (613)
990-9551, bmcinnis@pharmagap.com

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PharmaGap Inc.

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