Theralase(R) Closes Non-Brokered Private Placement

Rhea-AI Summary

Theralase Technologies (OTCQB: TLTFF), a clinical stage pharmaceutical company focused on light, radiation, sound and drug-activated therapeutics, has completed a non-brokered private placement. The company raised CAD $672,627 by issuing 3,363,134 units at CAD $0.20 per unit.

Each unit comprises one common share and one warrant, with warrants exercisable at CAD $0.30 for 5 years. The proceeds will support the ongoing Phase II Non-Muscle Invasive Bladder Cancer (NMIBC) clinical study, Rutherrin® development, and working capital needs. Notably, 130,000 units were issued to company insiders, representing CAD $26,000 of the total raise.

Positive

• None.

Negative

• Dilutive financing at CAD $0.20 per unit
• Four-month hold period restricts immediate trading of new shares
• Limited time between launch and close of offering may indicate urgency for funding

Toronto, Ontario--(Newsfile Corp. - July 28, 2025) - Theralase® Technologies Inc. (TSXV: TLT) (OTCQB: TLTFF) ("Theralase®" or the "Company"), a clinical stage pharmaceutical company pioneering light, radiation, sound and drug-activated therapeutics for the treatment 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 3,363,134 Units at a price of $CAN 0.20 per Unit for aggregate gross proceeds of approximately $CAN 672,627.

Each Unit consists 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 0.30 per share for a period of 5 years following the date of issuance.

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, development of Rutherrin®, 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 November 29^th, 2025.

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

Related Party Transactions

An aggregate of 130,000 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 light, radiation, sound and drug-activated small molecule compounds and their associated formulations, with a primary objective of efficacy and a secondary objective of safety in the destruction of various cancers, bacteria and viruses, with minimal impact on surrounding healthy tissue.

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 the 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; the risk that access to sufficient capital to fund the Company's operations may not be available on terms that are commercially favorable to the Company or at all; the risk that the Company's small molecule and formulations may not be effective against the diseases tested in its clinical studies; the risk that 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/260161

FAQ

How much did Theralase (TLTFF) raise in their July 2025 private placement?

Theralase raised CAD $672,627 by issuing 3,363,134 units at CAD $0.20 per unit in their July 2025 private placement.

What are the terms of TLTFF's 2025 private placement warrants?

Each warrant allows holders to purchase one additional common share at CAD $0.30 for a period of 5 years following issuance.

How will Theralase use the proceeds from the 2025 private placement?

The proceeds will fund the Phase II Non-Muscle Invasive Bladder Cancer clinical study, development of Rutherrin®, working capital, and general corporate purposes.

What is the holding period for Theralase's private placement securities?

The securities have a four-month and one-day hold period under Canadian securities laws, expiring on November 29th, 2025.

How much insider participation was there in TLTFF's private placement?

Insiders purchased 130,000 units for a total of CAD $26,000, demonstrating management participation in the offering.