12.05.2011

PharmaGap Completes $634,210 Private Placement

Ottawa, Ontario/December 5, 2011 – PharmaGap Inc. (TSX-V: GAP; OTC.BB: PHRGF) (“PharmaGap” or “the Company”) announced today that it has completed a private offering of 9,060,142 equity units (the “Units”) for a gross aggregate amount of $634,210. On November 28, 2011 the Company completed an initial close of 971,428 Units. Today’s final closing of 8,088,714 Units brings the total number of Units issued in this Offering to 9,060,142 and total gross proceeds at $0.07 per Unit to $634,120. 

Each Unit consists of one common share and one warrant to purchase one common share at an exercise price of $0.10 per common share with a three year warrant term. The closing of this private placement is subject to the approval of the TSX Venture Exchange and the shares and warrants issued pursuant to the private placement are restricted from trading for four months from the date of closing. 

In connection with this closing, $7,017 in cash fees and 100,240 broker warrants will be paid to Northern Securities Inc. Broker warrants are issued on the same terms and conditions as the warrants included in the Units.  Cash finder’s fees in the total amount of $42,985 will be paid to an individual dealing at arm’s length to PharmaGap in connection with this closing.  An aggregate total of $54,082 in cash fees and 100,240 broker warrants were paid as finder’s fees and commissions for the entire private placement.

About PharmaGap Inc.
PharmaGap Inc. (TSX-V: GAP), based in Ottawa, ON, is a biotechnology company with a core focus on developing novel peptide therapeutics for the treatment of cancer. PharmaGap’s GAP-107B8 is a novel peptide drug that has been shown to be highly cytotoxic to numerous cancer types, including chemo-resistant cancers, in vitro. For more information on PharmaGap please visit the Company's website at www.pharmagap.com.

Forward Looking Statements
This news release contains certain statements that constitute forward-looking statements as they relate to the Company and its management. Forward-looking statements are not historical facts but represent management’s current expectations of future events, and can be identified by words such as “believe”, “expects”, “will”, “intends”, “plans”, “projects”, “anticipates”, “estimates”, “continues”, and similar expressions. Although management believes that expectations represented in such forward-looking statements are reasonable, there can be no assurance that they will prove to be correct.

By their nature, forward-looking statements include assumptions and are subject to inherent risks and uncertainties that could cause actual future results, conditions, actions or events to differ materially from those in the forward-looking statements. If and when forward-looking statements are set out in this news release, PharmaGap will also set out the material risk factors or assumptions used to develop the forward-looking statements. Except as expressly required by applicable securities laws, the Company assumes no obligation to update or revise any forward-looking statements. The future outcomes that relate to forward-looking statements may be influenced by many factors, including, but not limited to: results of ongoing product testing and development; regulatory approvals required to complete development of products; ability to manufacture product at quality and scale for human use on an economically sound basis; patient reimbursement by private and public health insurance programs; unintended side effects of products; competitive products; product liability; intellectual property; reliance on key personnel; risks of future legal proceedings; income tax matters; availability and terms of financing; distribution of securities; effect of market interest rates on price of securities, and potential dilution.

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

Note: Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts 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.