On January 8, 2024 BioVaxys Technology Corp. (CSE: BIOV, FRA: 5LB, OTCQB: BVAXF) ("BioVaxys" or the "Company") reported that it intends to complete a non-brokered private placement (the "Private Placement") consisting of up to 53,333,333 units ("Units") at a price of $0.03 per Unit for total gross proceeds of CAD$1,600,000. Each Unit consists of one common share (a "Common Share") and one whole Common Share purchase warrant (a "Warrant") (Press release, BioVaxys Technology, JAN 8, 2024, View Source [SID1234639125]). Each Warrant is exercisable for one additional Common Share at an exercise price of $0.05 for a period of 24 months. In total it is anticipated that on a fully diluted basis the number of securities issuable is 106,666,666 which is less than 100% of the total number of securities or votes outstanding and as such the Company believes that security holder approval for the sale of the said securities is not required under section 4.6 of CSE Policy 5 – Corporate Governance, Security Holder Approvals and Miscellaneous Provisions. Closing of the proposed financing is expected to occur on or before January 26th, 2024.

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Closing of the private placement is conditional upon finalizing all contractual documentation and receipt of all applicable regulatory approvals and the policies of the Canadian Securities Exchange ("CSE").

All securities issued pursuant to the Private Placement are subject to a statutory hold period of four months and one day from the date of issuance. The Company intends to use the net proceeds of the Private Placement for working capital purposes and for the potential acquisition described in a previous press release dated December 22nd, 2023.

The Company may pay a finder’s fee related to the financing.

In addition, the Company announces that it intends to settle up to a maximum of CAD$216,575 in debt through the issuance of a maximum of 7,218,167 common shares issued at a deemed price of $0.03 per common share. None of the debt being settled includes accrued salaries to officers or directors of the Company, nor does it include payment for Investor Relations Activities The debt settlement is expected to include the participation of certain related parties including BioVaxys CEO James Passin and BioVaxys COO and President Kenneth Kovan, both of whom are officers of the Company, with James Passin being a director of the Company, and as such it will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the shares for debt transaction with the forgoing insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. Closing of the proposed financing is expected to occur by January 19th, 2024.

All securities proposed to be issued in connection with the Debt Settlement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. Closing of the Debt Settlement is conditional upon a number of conditions, including finalizing all contractual documentation and receipt of all applicable regulatory approvals and the policies of the CSE.