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11.21.2007

PharmaGap Issues New Series 4 Notes

Ottawa, Ontario/November 21, 2007 - 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.

For information relating to this Release, please contact:
Robert McInnis, President
(613) 990-9551 bmcinnis@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.

 

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