Ms. Kristina Hachey reports

THERALASE(R) CLOSES PRIVATE PLACEMENT EQUITY FINANCING

Theralase Technologies Inc. has closed a non-brokered private placement offering of units. On closing, the corporation issued an aggregate of 1.84 million units at a price of 25 cents per unit for aggregate gross proceeds of approximately $460,000.

Each unit consisted of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to acquire an additional common share at an exercise price of 35 cents per share for a period of 24 months following the date of issuance.

The company intends to use the proceeds of the offering for the following:

• Advancement of phase 2 non-muscle invasive bladder cancer (NMIBC) clinical study;
• Working capital and general corporate purposes.

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 Jan. 8, 2023. The offering is subject to receipt of final acceptance from the TSX Venture Exchange.

Related-party transactions

An aggregate of 424,000 units, representing gross proceeds of $106,000, were issued to certain insiders of the corporation. Pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) 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 and 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 per cent of the market capitalization of the corporation. Due to the limited time between the launch and the close of the offering, there will be fewer 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, development and commercialization of light activated compounds, their associated drug formulations and the light systems that activate them, with a primary objective of efficacy and a secondary objective of safety in the destruction of various cancers, bacteria and viruses.

We seek Safe Harbor.