Mr. Philippe Dubuc reports

THERATECHNOLOGIES ANNOUNCES PRICING OF US$25 MILLION PUBLIC OFFERING OF COMMON SHARES AND CONCURRENT PRIVATE PLACEMENT

Theratechnologies Inc. has priced its previously announced public offering of 12.5 million common shares of the company at a public offering price of $1 (U.S.) per common share. The gross proceeds of the public offering are expected to be approximately $12.5-million (U.S.), before deducting the underwriting discounts and commissions, and other estimated offering expenses. The company has also granted the underwriter a 30-day option to purchase up to 1,875,000 common shares at the offering price, less underwriting discounts and commissions.

Cantor Fitzgerald & Co. is acting as sole book runner for the public offering.

In connection with the public offering, the company entered into a subscription agreement with Investissement Quebec for a concurrent private placement of 9,118,184 common shares and 3,381,816 fully funded, non-voting subscription receipts, exchangeable into common shares on a one-for-one basis in lieu of common shares, in each case, at the offering price, for $12.5-million (U.S.) aggregate gross proceeds, less a capital commitment fee of 1.5 per cent payable to Investissement Quebec. The component of the concurrent private placement in the form of exchangeable subscription receipts is designed to ensure that, following completion of the public offering and the concurrent private placement, Investissement Quebec does not have beneficial ownership or control over more than 19.9 per cent of the issued and outstanding common shares and therefore is not a control person within applicable Canadian securities laws.

The company will also enter into an investor rights agreement, pursuant to which Investissement Quebec will be entitled to nominate one director to the company's board of directors for as long as it holds 50 per cent of the common shares purchased pursuant to the concurrent private placement. Copies of the subscription agreement, the exchangeable receipt agreement setting forth the terms and condition of the exchangeable subscription receipts and the investor rights agreement, when available, will be filed on SEDAR+. Summaries of the subscription agreement and the exchangeable receipt agreement, and a copy of the investor rights agreement, when available, will be filed on EDGAR.

Assuming completion of the public offering and the concurrent private placement for $12.5-million (U.S.) and $12.5-million (U.S.) aggregate gross proceeds, respectively, but assuming that the option is not exercised, Investissement Quebec will beneficially own approximately 19.9 per cent (25.4 per cent if the exchangeable subscription receipts were to be exchanged into common shares) of the issued and outstanding common shares as of the date of closing. If the option is exercised in full, Investissement Quebec will beneficially own approximately 19.1 per cent (24.5 per cent if the exchangeable subscription receipts were to be exchanged into common shares) of the issued and outstanding common shares as of the date of closing.

A preliminary prospectus supplement to the company's short form base shelf prospectus dated Dec. 14, 2021, was filed with the securities regulatory authorities in each of the provinces of Canada, as well as with the United States Securities and Exchange Commission (SEC) as part of its registration statement on Form F-10 under the U.S.-Canada multijurisdictional disclosure system (MJDS). The public offering will be made in Canada only, pursuant to the prospectus supplement and base shelf prospectus, and in the United States only, pursuant to the registration statement containing the prospectus supplement and the base shelf prospectus, filed with the SEC under the MJDS. Copies of the prospectus supplement and the base shelf prospectus are available on SEDAR+ and on EDGAR, and a copy of the registration statement is available on EDGAR. Copies may also be obtained from Cantor Fitzgerald & Co., attention: Capital Markets, 110 E. 59th St., 6th floor, New York, N.Y., 10022, or by e-mail at prospectus@cantor.com.

Completion of the public offering and concurrent private placement is expected to occur by Oct. 31, 2023, subject to customary closing conditions, including the listing of the common shares, and the common shares underlying the exchangeable subscription receipts, on the Toronto Stock Exchange and the submission of notice to the Nasdaq Capital Market. The closing of the public offering and the concurrent private placement are conditional upon each other.

The company intends to use the net proceeds of the public offering and the concurrent private placement for general corporate purposes, which may include working capital, general and administrative expenses, commercialization expenses, repayment of outstanding debt under its credit facility with certain funds and accounts for which Marathon Asset Management LP acts as investment manager, and potential acquisitions or in-licensing of commercial products.

Prospective investors should read the prospectus supplement, base shelf prospectus and registration statement before making an investment decision.

About Theratechnologies Inc.

Theratechnologies is a biopharmaceutical company focused on the development and commercialization of innovative therapies addressing unmet medical needs.

We seek Safe Harbor.