Theralase(R) Closes $1.1 M Non-Brokered Private Placement

Rhea-AI Summary

Theralase (OTCQB: TLTFF, TSXV: TLT) closed a non-brokered private placement of 4,230,770 Units at CAD 0.26 per Unit for gross proceeds of CAD 1.1 million on March 10, 2026. Each Unit includes one common share and one warrant exercisable at CAD 0.36 for five years.

Proceeds will fund the ongoing Phase II NMIBC clinical study, working capital and general corporate purposes. Securities are subject to a four-month-and-one-day hold expiring July 11, 2026, and final TSXV acceptance.

Positive

• Raised CAD 1.1 million via 4,230,770 Units
• Warrants exercisable at CAD 0.36 for five years
• Proceeds earmarked to advance Phase II NMIBC study

Negative

• Issuance subject to final TSXV acceptance
• Insiders purchased 100,000 Units (CAD 26,000), a related party transaction
• Securities restricted from U.S. resale and hold until July 11, 2026

News Market Reaction – TLTFF

+3.49%

1 alert

+3.49% News Effect

On the day this news was published, TLTFF gained 3.49%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Toronto, Ontario--(Newsfile Corp. - March 10, 2026) - Theralase® Technologies Inc. (TSXV: TLT) (OTCQB: TLTFF) ("Theralase®" or the "Company"), a clinical stage pharmaceutical company dedicated to the research and development of energy-activated small molecules for the safe and effective destruction of cancer, bacteria and viruses is pleased to announce that it has successfully closed a non-brokered private placement offering ("Offering") of units ("Units").

On closing, the Corporation issued an aggregate of 4,230,770 Units at a price of $CAN 0.26 per Unit for aggregate gross proceeds of $CAN 1,100,000.

Each Unit consisted of one common share of the Company ("Common Share") and one common share purchase warrant ("Warrant"). Each Warrant entitles the holder to acquire an additional Common Share at an exercise price of $CAN 0.36 per share for a period of 5 years following the date of closing.

The Company plans to use the proceeds of the financing to further the Phase II Non-Muscle Invasive Bladder Cancer ("NMIBC") clinical study currently underway, working capital and general corporate purposes.

The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended ("U.S. Securities Act"), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for, the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States. unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirement is available. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation or sale would be unlawful; including, the United States.

All securities issued under the Offering will be subject to a four month and one day hold period from the closing date under applicable Canadian securities laws, which expires on July 11, 2026.

The Offering is subject to receipt of final acceptance from the TSX Venture Exchange.

Related Party Transactions

An aggregate of 100,000 Units, representing gross proceeds of $26,000 were issued to certain insiders of the Corporation. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and TSX Venture Exchange Policy 5.9, such insider subscriptions are a "related party transaction." The Corporation is exempt from the formal valuation requirement of MI 61-101 in connection with the insider subscriptions in reliance on section 5.5(b) of MI 61-101, as no securities of the Corporation are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or any other stock exchange outside of Canada or the United States. Additionally, the Corporation is exempt from obtaining minority shareholder approval in connection with the insider subscriptions in reliance on section 5.7(1)(a) of MI 61-101 as the aggregate value of the insider subscriptions does not exceed 25% of the market capitalization of the Corporation. Due to the limited time between the launch and the close of the Offering, there will be less than 21 days between the date the Corporation files its material change report in respect of the Offering and the completion date of the Offering.

About Theralase® Technologies Inc.:

Theralase® is a clinical stage pharmaceutical company dedicated to the research and development of energy-activated small molecules for the safe and effective destruction of cancer, bacteria and viruses.

Additional information is available at www.theralase.com and www.sedarplus.ca.

Neither 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 release.

Forward-Looking Statements

This news release contains Forward-Looking Statements ("FLS") within the meaning of applicable Canadian securities laws. Such statements include; but, are not limited to statements regarding the Company's proposed development plans with respect to small molecules and their drug formulations. FLS may be identified by the use of the words "may, "should", "will", "anticipates", "believes", "plans", "expects", "estimate", "potential for" and similar expressions; including, statements related to the current expectations of the Company's management regarding future research, development and commercialization of the Company's small molecules; their drug formulations; preclinical research; clinical studies and regulatory approvals.

These statements involve significant risks, uncertainties and assumptions; including, the ability of the Company to fund and secure regulatory approvals to successfully complete various clinical studies in a timely fashion and implement its development plans. Other risks include: the ability of the Company to successfully commercialize its small molecule and drug formulations; access to sufficient capital to fund the Company's operations is available on terms that are commercially favorable to the Company or at all; the Company's small molecule and formulations may not be effective against the diseases tested in its clinical studies; the Company fails to comply with the terms of license agreements with third parties and as a result loses the right to use key intellectual property in its business; the Company's ability to protect its intellectual property; the timing and success of submission, acceptance and approval of regulatory filings. Many of these factors that will determine actual results are beyond the Company's ability to control or predict.

Readers should not unduly rely on these FLS, which are not a guarantee of future performance. There can be no assurance that FLS will prove to be accurate as such FLS involve known and unknown risks, uncertainties and other factors which may cause actual results or future events to differ materially from the FLS.

Although the FLS contained in the press release are based upon what management currently believes to be reasonable assumptions, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these FLS.

All FLS are made as of the date hereof and are subject to change. Except as required by law, the Company assumes no obligation to update such FLS.

For investor information on the Company, please feel to reach out Investor Inquiries - Theralase Technologies.

For More Information:

1.866.THE.LASE (843.5273)
416.699.LASE (5273)
www.theralase.com

Kristina Hachey, CPA
Chief Financial Officer X 224
khachey@theralase.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/287848

FAQ

What did Theralase (TLTFF) announce on March 10, 2026 about financing?

Theralase closed a non-brokered private placement raising CAD 1.1 million. According to the company, it issued 4,230,770 Units at CAD 0.26 each, each Unit including one share and one warrant exercisable at CAD 0.36 for five years.

How will Theralase (TLTFF) use the CAD 1.1 million from the private placement?

The company will use proceeds to fund its Phase II NMIBC clinical study and general corporate needs. According to the company, funds are allocated to the ongoing bladder cancer trial, working capital, and other corporate purposes.

What are the terms of the warrants issued in Theralase's (TLTFF) Offering?

Each Unit included a warrant exercisable at CAD 0.36 for five years. According to the company, each warrant allows the holder to buy one common share at CAD 0.36 until five years from closing.

Are there any restrictions or hold periods on the securities from Theralase's (TLTFF) Offering?

Yes. The securities are subject to a four-month-and-one-day hold expiring July 11, 2026. According to the company, the securities also are not registered for U.S. resale and cannot be sold to U.S. persons.

Did insiders participate in Theralase's (TLTFF) private placement and was it a related party transaction?

Insiders subscribed for 100,000 Units for aggregate gross proceeds of CAD 26,000. According to the company, this constitutes a related party transaction and relied on MI 61-101 exemptions for valuation and minority approval.