Theralase(R) Closes Non-Brokered Private Placement

Rhea-AI Summary

Theralase Technologies (TLTFF) has completed a non-brokered private placement, raising CAD 571,000 by issuing 2,855,000 units at CAD 0.20 per unit. Each unit comprises one common share and one warrant, with warrants exercisable at CAD 0.30 per share for 5 years. The proceeds will support the company's ongoing Phase II Non-Muscle Invasive Bladder Cancer clinical study, Rutherrin development, and working capital needs. The company paid 30,000 broker shares and issued 15,000 broker warrants. Notably, insiders participated in the offering, purchasing 669,700 units for CAD 133,940. All securities issued are subject to a four-month hold period expiring October 11th, 2025.

Positive

• Successful completion of private placement raising CAD 571,000 for clinical trials and operations
• Insider participation of CAD 133,940 demonstrates management confidence
• 5-year warrant term provides potential for additional future capital at CAD 0.30 per share

Negative

• Dilution of existing shareholders through issuance of new shares and warrants
• Small offering size may indicate limited investor interest or funding challenges
• Four-month hold period restricts immediate trading of new securities

Toronto, Ontario--(Newsfile Corp. - June 17, 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 2,855,000 Units at a price of $CAN 0.20 per Unit for aggregate gross proceeds of approximately $CAN 571,000.

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.

In connection with the Offering, the Company paid a broker's fee of 30,000 broker shares and issued 15,000 non-transferrable broker warrants of the Company.

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 October 11^th, 2025.

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

Related Party Transactions
An aggregate of 669,700 Units, representing gross proceeds of $133,940 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/255745

FAQ

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

Theralase Technologies raised CAD 571,000 through a non-brokered private placement by issuing 2,855,000 units at CAD 0.20 per unit.

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

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

How will Theralase use the proceeds from the private placement?

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

What was the insider participation in Theralase's private placement?

Insiders purchased 669,700 units for total proceeds of CAD 133,940, representing approximately 23.4% of the offering.

When does the hold period expire for TLTFF's private placement securities?

The securities have a four-month and one day hold period that expires on October 11th, 2025.