Ms. Kristina Hachey reports

THERALASE(R) COMMENCES NON-BROKERED PRIVATE PLACEMENT AND TERMINATION OF PREVIOUSLY ANNOUNCED FINANCING

Theralase Technologies Inc. has commenced a non-brokered private placement of units of the company to raise up to $1.5-million.

In the offering, each unit is priced at 22 cents and consists of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share of the company for a period of 60 months following the closing date (as defined herein) of the offering at an exercise price of 28 cents per warrant share.

The company plans to use the proceeds of the offering to further the phase II non-muscle invasive bladder cancer (NMIBC) clinical study currently under way and for working capital needs.

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 and U.S. securities laws.

The offering is scheduled to close on or about the week of Nov. 20, 2023, and is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

The offering is being made to accredited investor subscribers resident in each of the provinces of Canada, pursuant to applicable private placement exemptions, in the United States or to, or for the account of, U.S. persons, on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A or Regulation D of the United States Securities Act of 1933, as amended, or other available U.S. registration exemptions and offshore jurisdictions pursuant to relevant prospectus or registration exemptions in accordance with applicable laws.

The company agrees to pay a finder's fee to eligible finders for subscribers, introduced by such finder, in connection with the non-brokered private placement, as follows:

1. A cash commission equal to 7 per cent of the gross proceeds;
2. Non-transferable finder warrants exercisable to acquire that number of units equal to 5 per cent of the total number of units issued, at an exercise price of 22 cents. Each finder warrant will be exercisable for one share at 28 cents for a period of 60 months following the closing date.

No other fee or commission is payable by the company in connection with the completion of the private placement.

The company also announces that it has mutually terminated the recently announced brokered listed issuer financing exemption (LIFE) financing with Research Capital Corp.

About Theralase Technologies Inc.

Theralase is a clinical-stage pharmaceutical company dedicated to the research and development of light and radiation 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.