Hemostemix to acquire two cardiology practices

Executive Summary

• Hemostemix Inc. has signed a binding letter of intent (LOI) to acquire the cardiology practices of Dr. Roberto Manuel Fernandez-de-Castro and Dr. Hector Rosario Figueroa in the Dominican Republic, marking the first step in its clinic roll-up and commercialization strategy.
• The acquisition involves the issuance of 2 million common shares to each doctor, subject to adjustment and TSX Venture Exchange approval. The doctors bring significant experience, having treated over 200 patients with the company’s ACP-01 therapy.
• Concurrently, the company announced a TSX-V approved extension of its non-brokered private placement to December 1, 2025, having raised $461,230 to date from the issuance of 4,193,000 units.

Key Details

• Acquisition Structure:
  • Target: Practices of Dr. Roberto Manuel Fernandez-de-Castro and Dr. Hector Rosario Figueroa.
  • Consideration: 2,000,000 common shares per doctor (total 4,000,000 shares), subject to adjustment and regulatory approval.
  • Status: Binding letter of intent signed.
• Strategic Rationale:
  • Part of a long-term strategy to acquire profitable, accretive medical practices to add ACP-01 treatments.
  • Aims to create a sustainable, predictable commercial stream of patients and leverage practitioner-to-practitioner dialogue.
  • Practices serve as "anchor practices" for Hemostemix’s first international clinical and commercial footprint.
• Doctor Expertise & Patient Data:
  • Combined experience: More than 200 ACP-01 patient treatments.
  • Indications treated: Angina, ischemic and dilated cardiomyopathy, congestive heart failure, peripheral arterial disease, chronic limb-threatening ischemia, and vascular dementia.
  • Doctors will contribute medical expertise, facilitate regulatory approvals in the Dominican Republic, and actively participate in clinical implementation in the Dominican Republic and Bahamas.
• Future Expansion:
  • Model designed to be replicated in Florida, Puerto Rico, and Canada.
  • Integration aims to accelerate ACP-01 commercialization and provide a foundation for future clinical trial expansion.
• Financing Update (TSX-V Private Placement):
  • Extension Approved: Until December 1, 2025.
  • Original Announcement: October 8, 2025 (updated November 4, 2025).
  • Price: 11 cents per unit.
  • Units Issued to Date: 4,193,000 units.
  • Gross Proceeds Raised: $461,230.
  • Warrant Terms: Each unit includes one common share purchase warrant. Each full warrant entitles the holder to acquire one additional common share at $0.15 per share for two years.
  • Accelerated Expiry Provision: If the weighted average closing price exceeds 18.5 cents for 10 consecutive trading days (starting 4 months and 1 day post-closing), the company may accelerate warrant expiry to 30 days following notice.

Notable Quotes

• "This acquisition is a transformational milestone for Hemostemix... Dr. Fernandez-de-Castro and Dr. Rosario Figueroa are world-class cardiologists who have successfully treated 200 ACP-01 patients. Their first-hand experience, results as published and clinical conviction provide a powerful foundation for accelerating ACP-01 in North America." — Thomas Smeenk, Chief Executive Officer