XORTX Closes Over Subscribed Private Placement

CALGARY, Alberta, Feb. 10, 2021 (GLOBE NEWSWIRE) — XORTX Therapeutics Inc. (“XORTX” or the “Company”) (CSE: XRX; OTCQB: XRTXF), a biopharmaceutical company focused on developing innovative therapies to treat progressive kidney disease, is pleased to announce that it has closed the over-subscribed private placement, initially announced on January 7, 2021, for total gross proceeds of $6.1 million (the “Offering”). In connection with the Offering, the Company issued an aggregate of 24,486,286 units (the “Units”) at a price of $0.25 per Unit.

Each Unit comprised one common share and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder, on exercise, to purchase one additional common share in the capital of the Company, at a price of $0.40 per Warrant (the “Exercise Price”) until the close of business on February 9, 2026, provided, however, that, if, at any time following the expiry of the statutory four month hold period, the closing price of the common shares on the Canadian Securities Exchange (the “CSE”) is greater than $1.20 for 10 or more consecutive trading days, the Warrants will be accelerated upon notice and the Warrants will expire on the 30^th calendar day following the date of such notice. In addition, the Warrants are also subject to typical anti-dilution provisions and a ratchet provision that provides for an adjustment in the Exercise Price should the Company issue or sell common shares or securities convertible into common shares at a price (or conversion price, as applicable) less than the Exercise Price such that the Exercise Price shall be amended to match such lower price.

In connection with the Offering, the Company paid $171,085 in cash commissions and issued 684,340 finder’s warrants, each finder’s warrant exercisable into one common share at a price of $0.40 and having the same expiry, acceleration and anti-dilution provisions as the Warrants.

The Common Shares and Warrants comprising the Units issued pursuant to the Offering, and any Common Shares issued upon the exercise of the Warrants or the Finder’s Warrants, are subject to a four month hold period pursuant to applicable securities laws.

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

About XORTX Therapeutics Inc.

XORTX Therapeutics Inc. is a biopharmaceutical company with three clinically advanced products in development – XRx-008 for Autosomal Dominant Polycystic Kidney Disease (ADPKD), XRx-101 for Coronavirus / COVID-19 infection and XRx-221 is a clinical stage program for Type 2 Diabetic Nephropathy (T2DN). The Company has strong intellectual property rights and established proof of concept through independent clinical studies. XORTX is working to advance its clinical stage programs and product development using proprietary formulations of uric acid lowering agents including xanthine oxidase inhibitors to attenuate the health consequences of chronically or acutely high serum uric acid. At XORTX Therapeutics, we are dedicated to developing medications to improve the quality of life and future of patients with kidney disease. Additional information on XORTX Therapeutics is available at www.xortx.com.

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The CSE has neither approved nor disapproved the contents of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

This news release includes forward looking statements that are subject to assumptions, risks and uncertainties. Statements in this news release which are not purely historical are forward looking statements, including without limitation any statements concerning the Company’s intentions, plans, estimates, beliefs or expectations regarding the future. Although the Company believes that any such intentions, plans, estimates, beliefs and expectations in this news release are reasonable, there can be no assurance that any such intentions, plans, beliefs and expectations will prove to be accurate. The Company cautions readers that all forward looking statements, including without limitation those relating to the Company’s future operations and business prospects, are based on assumptions none of which can be assured, and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward looking statements. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward looking statements. Any forward looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward looking statements, or to update the reasons why actual events or results could or do differ from those projected in the forward looking statements. The Company assumes no obligations to update any forward looking statements, whether as a result of new information, future events or otherwise.