CFR Chemaphor Inc.

Chemaphor Inc. (TSX VENTURE:CFR), today announced that it is proposing to
complete a non-brokered private placement resulting in gross proceeds of up to
approximately $1,000,000. It is currently anticipated that the proposed private
placement will be completed in April, 2011.


It is intended that the private placement will involve the sale of units at
$0.10 per unit. Each unit will consist of one common share and one half of a
common share purchase warrant. Each warrant will entitle the holder to acquire
one common share of Chemaphor at an additional purchase price of $0.10 per share
at any time up to two years from the closing date. The warrants are subject to
an accelerated expiry if, at any time after an initial 4 month hold period
expires, the closing price of Chemaphor's common shares on the TSX Venture
Exchange exceeds $0.20 for any 20 consecutive trading days, in which event the
holder will be given notice that the warrants will expire 30 days following the
date of such notice. The warrants may be exercised by the holder during the
30-day period between the notice and the expiration of the warrants.


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 $0.10 per share at any time up to two 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.


The net proceeds of the proposed offering will be used to fund working capital
and research and development expenditures and for general corporate purposes. 


The securities issued under this private placement will be subject to
restrictions on transfer, including a hold period ending four months after
issuance. This news release does not constitute an offer to sell or a
solicitation of an offer to buy any securities. The securities described above
shall only be offered and issued pursuant to available exemptions from the
prospectus and registration requirements of applicable securities laws.


Chemaphor is dedicated to the research and development of science-based, natural
health products for people and animals. 


Chemaphor is listed on the TSX Venture Exchange and trades under the symbol CFR. 

Forward Looking Statements 

This news release includes certain forward-looking statements that are based
upon current expectations, which involve risks and uncertainties associated with
the proposed private placement. Any statements contained herein that are not
statements of historical facts may be deemed to be forward-looking, including
those identified by the expressions "will", "anticipate", "believe", "plan",
"estimate", "expect", "intend", and similar expressions. The forward-looking
statements reflect the current expectations of Chemaphor Inc. regarding future
results or events. These forward-looking statements are subject to a number of
risks and uncertainties that could cause actual results or events to differ
materially from current expectations. Chemaphor may not receive commitments from
subscribers in the amount anticipated, regulatory and other required approvals
may not be received or closing conditions may not be satisfied. Except as
required by law, Chemaphor assumes no obligation to update the forward-looking
statements, or to update the reasons why actual results could differ from those
reflected in the forward-looking statements.

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