Therma Bright Inc. Announces Share Consolidation

Rhea-AI Summary

Therma Bright Inc. (TBRIF) has announced plans for an 8:1 share consolidation, pending TSX Venture Exchange approval. The consolidation will reduce the company's outstanding shares from 451,632,147 to approximately 56,454,018 shares. This strategic move aims to provide increased flexibility for future financings and business transactions. The consolidation will also proportionally adjust outstanding options, warrants, and other rights to acquire common shares. The Board of Directors approved this action under the company's Articles of Incorporation, which allows for consolidations up to 10:1 without shareholder approval. Therma Bright confirms this is their only consolidation in the past 24 months, complying with TSXV Policy 5.8.

Positive

• Consolidation provides increased flexibility for future financings and business transactions
• Board has authority to execute consolidation without requiring shareholder approval, streamlining the process

Negative

• Significant share reduction may impact trading liquidity
• Smaller shareholders with less than 4 shares will lose their holdings due to rounding down

Toronto, Ontario--(Newsfile Corp. - June 11, 2025) - Therma Bright Inc. (TSXV: THRM) (OTCQB: TBRIF) (FSE: JNX) ("Therma Bright" or the "Company"), a developer and investment partner specializing in advanced diagnostic and medical device technologies, announces, subject to the approval of the TSX Venture Exchange (the "TSXV"), that it will be undertaking a consolidation (the "Consolidation") of its common shares on the basis of eight (8) pre-Consolidation common shares for one (1) post-Consolidation common share. The Company expects that the Consolidation will provide the Company with increased flexibility in structuring and completing financings and potential business transactions.

No fractional common shares will be issued, and fractions of less than one-half of a share will be cancelled and fractions of at least one-half of a share will be converted to a whole common share. Outstanding options, warrants and other rights to acquire common shares will likewise be adjusted for the Consolidation.

The Company currently has 451,632,147 common shares outstanding and accordingly expects 56,454,018 common shares to be outstanding on completion of the Consolidation (subject to rounding adjustments and any further share issuances prior to the Consolidation). The Company does not expect to change its name or trading symbol in conjunction with the Consolidation.

The Consolidation has been approved by the Board of Directors pursuant to the Company's Articles of Incorporation, which empowers the Board to effect share consolidations of up to 10:1 without shareholder approval. The Company confirms that this is the only share consolidation conducted within the past 24 months and the cumulative consolidation ratio does not exceed 10:1, in compliance with TSXV Policy 5.8.

About Therma Bright Inc.

Therma Bright develops and partners on cutting-edge diagnostic and medical device technologies that address key healthcare challenges. Therma Bright Inc. trades on the (TSXV: THRM) (OTCQB: TBRIF) (FSE: JNX). Visit: www.thermabright.com.

Therma Bright Inc.
Rob Fia, CEO
rfia@thermabright.com

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FORWARD-LOOKING STATEMENTS

Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events such as current and future development of Therma Bright's products and related technology as described in the news release. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether such results will be achieved. Actual results could differ materially from those anticipated due to several factors and risks. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions on the date of this news release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements whether because of new information, future events or otherwise, except as required under applicable securities regulations. Completion of the Consolidation remains subject to all necessary corporate and regulatory approvals. If the required approvals are not obtained, the Consolidation may not proceed as contemplated or at all.

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 press release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/255196

FAQ

What is the share consolidation ratio announced by Therma Bright (TBRIF)?

Therma Bright announced an 8:1 share consolidation ratio, meaning every 8 pre-consolidation shares will be converted into 1 post-consolidation share.

How many shares will Therma Bright (TBRIF) have after the consolidation?

After the consolidation, Therma Bright expects to have approximately 56,454,018 common shares outstanding, reduced from 451,632,147 shares.

Will Therma Bright (TBRIF) change its name or trading symbol after the consolidation?

No, Therma Bright does not expect to change its name or trading symbol in conjunction with the consolidation.

How will fractional shares be handled in Therma Bright's consolidation?

Fractions of less than one-half of a share will be cancelled, while fractions of at least one-half of a share will be converted to a whole common share.

Does Therma Bright's share consolidation require shareholder approval?

No, the consolidation was approved by the Board of Directors under the company's Articles of Incorporation, which allows for consolidations up to 10:1 without shareholder approval.