Therma Bright Proposes to Amend Certain Warrants and Negotiates Debt Settlements

Rhea-AI Summary

Therma Bright (TBRIF) announced plans to amend the exercise price of 42,725,000 outstanding warrants from its June 2024 private placement, subject to TSXV approval. The warrants' exercise price will be modified to $0.05 per share until December 31, 2025, and $0.10 thereafter, with expiration remaining June 10, 2027. Of the total warrants, 8,750,000 are held by insiders, but due to TSXV policies, only 4,272,500 insider-held warrants can be repriced. Additionally, the company plans to settle $124,000 in debt through the issuance of 6,200,000 common shares at $0.02 per share, pending TSXV approval.

Positive

• Debt settlement of $124,000 through share issuance helps preserve cash
• Extended period for lower warrant exercise price could encourage warrant conversion and bring in capital

Negative

• Significant warrant repricing from original terms indicates potential difficulties in raising capital
• Share dilution through debt settlement at a low price of $0.02 per share
• Large number of warrants (42.7M) could lead to substantial dilution if exercised

Toronto, Ontario--(Newsfile Corp. - June 5, 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 that subject to the approval of the TSX Venture Exchange (the "TSXV"), the Company intends to amend the exercise price of an aggregate of 42,725,000 outstanding common share purchase warrants of the Company (the "Warrants") that were issued as part of the Company's private placement ("Private Placement") that closed on June 10, 2024. The Warrants had an original exercise price of $0.05 per share until June 10, 2025, and $0.10 per share thereafter until they expire on June 10, 2027. Following receipt of TSXV acceptance, the Company intends to amend the exercise price to $0.05 per share until December 31, 2025, and $0.10 per share thereafter. All other terms of the Warrants remain the same, including the expiry date of June 10, 2027.

8,750,000 Warrants are held by insiders of the Company. Pursuant to TSXV policies, no more than 10% of the total number of Warrants to be re-priced may be held by insiders. Accordingly, only 4,272,500 Warrants held by insiders will be subject to the foregoing re-pricing amendment and the remainder will retain their original exercise price terms.

The application of the Warrant amendments to insiders constitutes a "related party transaction" within Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the insiders' Warrant amendment participation in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the insiders, exceeds 25% of the Company's market capitalization (as determined under MI 61-101).

The Company intends to issue an updating news release upon receipt, if any, of Warrant amendment approval.

Therma Bright also announces that it has negotiated debt settlements with arm's length creditors pursuant to which it proposes to settle aggregate debt of $124,000 in consideration for which it will issue an aggregate of 6,200,000 common shares at a deemed price of $0.02 per share, subject to acceptance by the TSXV.

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'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.

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/254584

FAQ

What changes is Therma Bright (TBRIF) making to its warrant terms?

Therma Bright is amending the exercise price of 42.7M warrants to $0.05 per share until December 31, 2025, and $0.10 thereafter, with expiration on June 10, 2027.

How much debt is Therma Bright (TBRIF) settling through share issuance?

Therma Bright is settling $124,000 in debt by issuing 6.2M common shares at $0.02 per share, subject to TSXV approval.

How many insider-held warrants of Therma Bright (TBRIF) are eligible for repricing?

Only 4,272,500 insider-held warrants can be repriced due to TSXV policies limiting insider repricing to 10% of total warrants.

What is the expiration date for Therma Bright's (TBRIF) amended warrants?

The warrants will expire on June 10, 2027, which remains unchanged from the original terms.

What is the price per share for Therma Bright's (TBRIF) debt settlement?

The debt settlement shares are being issued at a deemed price of $0.02 per share.