PharmaGap issues new Series 4 Notes



    OTTAWA, Nov. 21 /CNW Telbec/ - PharmaGap Inc. (TSX-V: GAP) ("PharmaGap"
or "the Company"), a biotechnology company developing novel therapeutic
compounds for the treatment of cancer, today announced it has closed a new
financing of secured convertible debentures ("Series 4 Notes") to SC Stormont
Holdings Inc. ("Stormont") by way of a private placement in the amount of
$265,200. The Series 4 Notes are due on the earliest to occur of: (i) demand
or (ii) February 26, 2009 and accrue interest at 10% per annum. The closing is
subject to TSX Venture Exchange final approval.
    The Series 4 Notes are convertible at any time by the holder into equity
units of the Company (the "Equity Units") at a price of $0.13 for each Equity
Unit (each Equity Unit consists of one (1) common share and one (1) warrant
with a two (2) year term to purchase one (1) common share at an exercise price
of $0.195). The Series 4 Notes and the underlying common shares of the Company
represented by the Series 4 Notes are subject to a four (4) month hold period
until March 21, 2008 under the rules of the TSX Venture Exchange. The Series
4 Notes are also callable by the Company under certain circumstances.
    The Series 4 Notes rank in priority with respect to their security
coverage with the Tranche 3, 4, 5 & 6 Series 3 Notes and Series 2 Notes
previously issued to investors.
    Following conversion of all outstanding debentures, Stormont would hold
28,646,419 of 54,279,610 common shares outstanding, representing a 52.8%
interest (47.5% on a fully diluted basis). Stormont is controlled by
Roderick M. Bryden, Chairman of PharmaGap.
    PharmaGap's Board of directors (the "Board") has considered the related
transaction between PharmaGap and Stormont and the Board has determined that
the related transaction is exempt from the valuation and minority voting
requirements of Ontario Securities Commission Rule 61-501 pursuant to section
5.5 paragraph 2 and section 5.7 paragraph 2 of Rule 61-501.

    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, PhGalpha1, is in preclinical development. The Company's strategy is
to out-license drug compounds to larger life sciences companies at the
preclinical stage. Please visit 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, (613) 990-9551,
bmcinnis@pharmagap.com

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PharmaGap Inc.

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