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Chemaphor Inc.: Chemaphor Inc. Intends to Complete Private Placement

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^{Published in Business and Finance on Monday, September 28th 2009 at 11:39 GMT by Market Wire}  

OTTAWA, ONTARIO--(Marketwire - Sept. 28, 2009) - Chemaphor Inc. (TSX VENTURE:CFR), today announced that it is proposing to complete a non-brokered private placement with gross proceeds of up to $1,500,000. It is currently anticipated that the proposed private placement will be completed in this fiscal quarter.

It is intended that the private placement will involve the sale of units at $0.15 per unit. Each unit will consist of one common share and one warrant. Each warrant will entitle the holder to acquire one common share of Chemaphor at an additional purchase price of $0.20 per share at any time up to five years from the closing date. Chemaphor expects to use the services of agents in connection with the placement. The agents may receive, as part of their remuneration, commissions equal to up to 10% of the gross proceeds of the financing attributable to such agents and agent warrants equal to 10% of the number of units attributable to such agents which are exercisable into common shares of Chemaphor at an additional purchase price of $0.15 per share at any time up to five years from the closing date.

Closing of the proposed private placement is subject to certain customary conditions, including, but not limited to, the execution of definitive subscription agreements with subscribers, and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

Prior to the closing of the private placement it is expected that certain insiders of Chemaphor, namely Graham Burton (President and Director), Janusz Daroszewski (Chief Scientific Officer and Director), David Hankinson (Chairman and Director) and/or their spouses will participate in a sale of common shares of Chemaphor to third parties through the facilities of the TSX Venture Exchange. Those insiders will then participate in the proposed private placement, investing the net proceeds of the sale of common shares.

Insider participation in the proposed private placement constitutes a related party transaction pursuant to applicable securities laws. Chemaphor intends to rely on available exemptions from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101. The announcement of the proposed related party participation in this private placement has been made less than 21 days before the anticipated closing due to the fact that until recently the terms of the private placement and potential related party participation were not sufficiently defined.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or any state securities laws and may not be offered or sold within the United States or to US persons unless registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.

About Chemaphor

Chemaphor Inc. ([ www.chemaphor.com ]) uses its core expertise in organic chemistry to develop premium products for the animal health, skin care cosmetics, pharmaceutical and specialty chemical markets. Chemaphor's focus is on two proprietary products, a non-pharmaceutical product OxBC, and a lead cancer drug compound OCL-1. Chemaphor's goal is to fully exploit its proprietary platform of carotenoid oxidation compounds by finding recognized partners to commercialize its products in multiple, large markets.

Neither 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.