VANCOUVER, British Columbia, July 01, 2026 (GLOBE NEWSWIRE) -- Lophos Holdings Inc. ("Lophos" or the "Company") (CSE: MESC), a Canadian bioscience company focused on regulated plant-based and controlled substance opportunities, announces that the British Columbia Securities Commission ("BCSC") has issued an order dated June 30, 2026 (the "Partial Revocation Order") partially revoking the failure-to-file cease trade order issued against the Company on September 5, 2024 (the "FFCTO") for failing to file certain outstanding continuous disclosure documents (collectively, the "Documents") within the timeframes prescribed by applicable securities laws.
The Partial Revocation Order permits the Company to conduct a financing on a non-brokered private placement basis (the "Proposed Financing"). The FFCTO continues to apply in all other respects.
According to the terms of the Proposed Financing, the Company intends to issue and sell up to 17,666,666 units (the "Units"), each Unit consisting of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"), at an offering price of $0.03 per Unit for aggregate gross proceeds of approximately $530,000. Each Warrant will entitle the holder to acquire one Common Share at an exercise price of $0.05 per Common Share for a period of thirty-six (36) months following the closing of the Proposed Financing.
Prior to completion of the Proposed Financing, the Company intends on consolidating its issued and outstanding Common Shares (87,984,673) on the basis of one post-consolidation Common Share for three pre-consolidation Common Shares (the "Consolidation"). The Consolidation would result in there being approximately 29,328,224 issued and outstanding Common Shares.
The Proposed Financing will be conducted on a prospectus-exempt basis to investors resident in Canada that are accredited investors and/or family, friends or business associates of the Company, and in the event any investors are located outside of Canada, in accordance with BCSC Rule 72-503 Distributions Outside Canada and applicable exemptions under applicable foreign securities laws.
In connection with the Proposed Financing, the Company may pay a cash fee or commission of up to 8% of gross proceeds raised to one or more registered dealers, as required.
The Company intends to use the proceeds of the Proposed Financing to bring its continuous disclosure record up to date, pay related fees and penalties, fund costs associated with the Proposed Financing and the Consolidation, satisfy operating expenses and working capital requirements during the period that the FFCTO remains in effect and maintain the continuity of the Company's business until it can apply for a full revocation of the FFCTO.
Prior to completion of the Proposed Financing, each investor will receive a copy of the FFCTO and the Partial Revocation Order, and will be required to provide a signed and dated acknowledgement to the Company that all of the Company's securities, including the Common Shares issued in the Proposed Financing, will remain subject to the FFCTO until such order is fully revoked, and that the granting of the Partial Revocation Order by the BCSC does not guarantee the issuance of a full revocation order in the future.
About Lophos Holdings Inc.
Lophos Holdings Inc. (CSE: MESC) is a Canadian bioscience company focused on advancing opportunities in regulated plant-based and controlled substance research, product development, and related commercial activities. Through its wholly owned subsidiary, Lophos Pharmaceuticals Corp., the Company has developed expertise in controlled substance regulation, cultivation, quality systems, and research activities within Canada's evolving bioscience landscape.
For Further Information
Joshua Herman
Chief Executive Officer
Lophos Holdings Inc.
Email: lophosholdings@gmail.com
Website: www.lophos.com
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.
Cautionary Statement
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Forward-looking information in this press release includes, without limitation, information with respect to the Company's plans to complete a Consolidation, complete the Proposed Financing, bring its continuous disclosure obligations up to date, pay all related outstanding fees, have sufficient working capital to continue its business, and to apply for a full revocation of the FFCTO. There can be no assurance that the Company will be able to secure a suitable third-party licence arrangement or that the FFCTO will be revoked on a timely basis, or at all. Forward-looking information is based on reasonable assumptions that have been made by the Company at the date of the information and is subject to known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking information. Given these risks, uncertainties and assumptions, you should not unduly rely on these forward-looking statements. The forward-looking information contained in this press release is made as of the date hereof, and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The foregoing statements expressly qualify any forward-looking information contained herein. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption "Risk Factors" in the Company's final long form prospectus dated August 11, 2023, which is available on the Company's profile at http://www.sedarplus.ca. Additional risks may have arisen since the date of the prospectus, including in connection with the matters disclosed in this press release, and readers are cautioned that the risk factors described therein may not be exhaustive.
