Kalytera Therapeutics, Inc. Announces Closing of First Tranche of Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 7, 2017) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Kalytera Therapeutics, Inc. (TSX VENTURE:KALY) (the "Company" or "Kalytera") is pleased to announce a first tranche ("First Tranche") closing of its previously announced brokered private placement offering (the "Offering") of common shares (the "Common Shares") of the Company. The First Tranche closing consisted of the issuance of 29,833,300 Common Shares at a price of CDN$0.45 per Common Share (the "Offering Price") for gross proceeds of CDN$13,424,985. Clarus Securities Inc., as lead agent, together with Haywood Securities Inc. and Canaccord Genuity Corp. (collectively, the "Agents"), acted as agents for and on behalf of the Company in connection with the Offering. Up to a further 3,500,033 Common Shares may be issued in subsequent tranches of the Offering representing up to a further CDN$1,575,015 in gross proceeds (for a total of up to 33,333,333 Common Shares representing total gross proceeds of up to CDN$15,000,000). The net proceeds of the Offering will be used by the Company for the acquisition of Talent Biotechs Ltd., to complete work required to advance the Talent Biotechs product into Phase 2b clinical testing for FDA purposes, and for general corporate and working capital purposes. Pursuant to the First Tranche, the Agents received a cash commission equal to 7% of the gross proceeds of the Offering and 2,088,331 broker warrants, each of which is exercisable to acquire one Common Share at the Offering Price until February 7, 2019.

In connection with the Offering, the Company has agreed that it will use commercially reasonable efforts to appoint a nominee of the largest subscriber in the Offering, Anson Funds, to the Company's board of directors, after closing.

All securities issued in connection with the Offering are subject to a hold period expiring on June 8, 2017 in accordance with applicable Canadian securities laws. The Offering remains subject to final TSX Venture Exchange approval.

The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and were not offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.