Therma Bright Proposes to Amend Certain Warrants

Rhea-AI Summary

Therma Bright (OTCQB: TBRIF) has announced plans to amend the exercise price of 6,250,000 post-consolidation common share purchase warrants. The company proposes to reduce the exercise price from $0.80 to $0.06 per share for warrants issued during a Private Placement in June 2024.

Of the total warrants, 1,162,500 are held by company insiders, but due to TSXV policies, only 625,000 insider-held warrants will be eligible for repricing. The warrants maintain their original expiry dates of June 10 and June 20, 2027. Additionally, the company has received approval to postpone its 2025 annual general meeting to November 2025.

Positive

• Significant reduction in warrant exercise price from $0.80 to $0.06 may encourage warrant exercise and capital raising
• Extended warrant exercise period until June 2027 provides long-term flexibility

Negative

• Substantial 92.5% reduction in warrant exercise price suggests potential dilution concerns
• Delay in annual general meeting could indicate internal challenges

Toronto, Ontario--(Newsfile Corp. - August 28, 2025) - Therma Bright Inc. (TSXV: THRM) (OTCQB: TBRIF) (FSE: JNX0) ("Therma Bright" or the "Company") 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 6,250,000 outstanding post-consolidation common share purchase warrants of the Company (the "Warrants") that were issued as part of the Company's private placement ("Private Placement") that closed in two tranches on June 10, 2024 and June 20, 2024. The Warrants post-consolidation original exercise price is $0.80 per share until they expire on June 10, 2027 and June 20, 2027, respectively. Following receipt of TSXV acceptance, the Company intends to amend the exercise price to$0.06 per share for the remainder of the exercise period. All other terms of the Warrants remain the same, including the expiry dates of June 10, 2027 and June 20, 2027.

1,162,500 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 625,000 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 also announces that it has received the necessary corporate law approval to defer its 2025 annual general meeting of shareholders until the end of the year. The Company expects to hold its shareholder meeting in November 2025 and will provide shareholders with an update on the exact date in due course.

About Therma Bright Inc.

Therma Bright develops and partners on cutting-edge diagnostic and medical device technologies that address healthcare challenges. Therma Bright Inc. trades on the (TSXV: THRM) (OTCQB: TBRIF) (FSE: JNX0). Visit: www.thermabright.com.

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

Follow us on:
X

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/264253

FAQ

What is the new exercise price for TBRIF's warrants in 2025?

Therma Bright proposes to amend the warrant exercise price from $0.80 to $0.06 per share, subject to TSXV approval.

How many Therma Bright warrants are affected by the 2025 price amendment?

A total of 6,250,000 post-consolidation common share purchase warrants are affected by the proposed price amendment.

When do Therma Bright's amended warrants expire?

The warrants maintain their original expiry dates of June 10, 2027 and June 20, 2027.

How many insider-held warrants are eligible for TBRIF's 2025 repricing?

Due to TSXV policies, only 625,000 of the 1,162,500 insider-held warrants are eligible for repricing.

When is Therma Bright's 2025 annual general meeting scheduled?

Therma Bright has postponed its annual general meeting to November 2025, with the exact date to be announced.