Sharp Therapeutics Arranges Non-Brokered Private Placement

Executive Summary

• Sharp Therapeutics is arranging a non‑brokered private placement to raise at least US$10 million, with shares priced no lower than US$2.50 each.
• Insider STX Partners commits to purchase up to 1.2 million shares (≈US$3 million) contingent on the company raising a minimum of US$7 million from other investors and closing by Dec 15, 2025.
• Net proceeds will be used for general working capital, primarily to fund Phase I trials of candidate “901” for Gaucher disease.

Key Details

• Offering Size: Minimum gross proceeds of US$10,000,000.
• Share Price Floor: US$2.50 per common share.
• Closing Timeline: Expected in Q4 2025; no later than December 15, 2025.
• Insider Commitment (STX Partners): Purchase ≥1,200,000 shares at US$2.50 each → ≈US$3,000,000 gross proceeds, conditional on the company raising ≥US$7,000,000 from other investors.
• Related‑Party Transaction: Insider participation qualifies as a related‑party transaction under MI 61‑101; exemption from formal evaluation/minority approval because fair market value ≤25% of market cap.
• Use of Proceeds: General working capital, specifically to complete planned Phase I trials for the “901” oral CNS‑penetrant treatment targeting Gaucher disease and other lysosomal storage disorders.
• Hold Period: All securities subject to a four‑month hold period from issuance; TSX Venture Exchange approval required.
• Regulatory Note: Securities not registered under U.S. securities laws; cannot be offered/sold in the United States absent exemption or registration.

Notable Quotes

• John Hathaway, Managing Partner, STX Partners: “We are excited to continue to add to our investment position in Sharp and are very pleased with the scientific progress, including its Gaucher development candidate….”
• Scott Sneddon, PhD, JD, CEO/CSO, Sharp Therapeutics: “The company is very pleased to have one of its largest shareholders step forward and make this significant commitment… The commitment by STX would allow Sharp to generate key human efficacy data in the trial supporting the effectiveness of ‘901’…”