PharmaGap Receives Independent Value Opinion and Support of Independent Committee for Proposed License to Clinical Value Corporation

OTTAWA, July 5, 2012 /CNW/ - PharmaGap Inc. (TSXV: GAP) (OTCBB: PHRGF) ("PharmaGap" or "the Company") today announced that the Independent Committee of the Board has received from Bloom, Burton & Co. a Fairness Opinion addressing the proposed license of its lead cancer drug program (the "Transaction") to Clinical Value Corporation ("CVC"). This opinion concludes that "the proposed Transaction is fair from a financial point of view to the shareholders of PharmaGap". Based on this, the Independent Committee of the Board has recommended that the Company proceed with implementation of the Transaction with CVC, subject to satisfaction of the Independent Committee with all documentation, a vote by disinterested shareholders, and approval of the TSX-V if required.

CVC is a wholly owned subsidiary of SC Stormont Holdings Inc. ("Stormont"), which in turn is owned and controlled by Roderick M. Bryden, Chairman of PharmaGap Inc. and is its largest single shareholder. As required by good corporate governance practices, the Independent Committee of the Board was established, and the Fairness Opinion was commissioned by the Committee, in order to ensure the rights of all shareholders other than Stormont were addressed and protected.

Shareholders other than Stormont will vote on the transaction by proxy or by attendance at PharmaGap's Annual General Meeting to be held on August 3, 2012 in Ottawa. Upon receipt of the recommendation of the Independent Committee, the full Board approved the form and content of the Management Information Circular, to be mailed to all shareholders on July 12, 2012, which provides full disclosure of the Transaction and voting instructions.

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 effective in 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.

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.

Robert McInnis, President & CEO
[phone] [email protected]