Ms. Kristina Hachey reports

THERALASE ANNOUNCES $5 MILLION BROKERED LIFE OFFERING

Theralase Technologies Inc. has entered into an agreement with Research Capital Corp. to act as the sole agent and sole bookrunner on a commercially reasonable best effort agency basis for a brokered private placement offering of units of the company at a price of 24 cents per unit to raise a minimum of $3-million and up to a maximum of $5,000,000.16 in aggregate gross proceeds.

Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant shall entitle the holder thereof to purchase one common share at an exercise price of 32 cents per warrant share at any time until May 20, 2031. The company will use commercial reasonable efforts to obtain the necessary approvals to list the warrants on the TSX Venture Exchange.

The company will grant the agent an option to increase the size of the offering by up to 15 per cent in units. The agent may give written notice of the exercise of the agent's option, or any part thereof, to the company at any time up to 48 hours prior to closing of the offering.

The company plans to use the minimum proceeds of the financing for:

1. Completion of good laboratory practice toxicology studies to support clinical development of the intravenous use of Rutherrin (Ruvidar plus transferrin) in the treatment of various cancers;
2. Furtherance of GLP toxicology studies to support clinical development for the topical use of Ruvidar in the treatment of herpes-simplex-virus-induced cold sores; and
3. Working capital and general corporate purposes.

If the maximum proceeds are achieved, then the following strategic initiative will be updated:

• Completion of GLP toxicology studies to support clinical development for the topical use of Ruvidar in the treatment of herpes-simplex-virus-induced cold sores.

The offering is scheduled to close on Aug. 24, 2026, or such other date as the company and the agent may agree upon, and is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

The offering will take place by way of:

1. A private placement pursuant to National Instrument 45-106 (Prospectus Exemptions) under Part 5A, as amended by CSA Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption), to qualified investors in all the provinces of Canada, except Quebec; and
2. Other jurisdictions where the offering can lawfully be made, including, the United States under applicable private placement exemptions; sales to investors in the United States will be subject to applicable U.S. securities laws and restrictions on securities purchased.

The units issued under the listed issuer financing exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws.

The LIFE offering document related to the offering can be accessed under the company's profile at SEDAR+ or on the company's website.

Prospective investors should read this offering document before making an investment decision.

Upon closing of the offering, the company shall pay to RCC:

1. A cash commission equal to 7 per cent of the aggregate gross proceeds of the offering payable in cash (subject to a reduction to 3.5 per cent for orders on the president's list); and
2. Broker warrants of the company exercisable to acquire that number of units equal to 7 per cent of the number of units issued under the offering (subject to a reduction to 3.5 per cent for orders on the president's list), with each broker warrant being exercisable to acquire one unit at an exercise price of 24 cents per unit, expiring on May 20, 2031.

About Theralase Technologies Inc.

Theralase is a clinical-stage pharmaceutical company dedicated to the research and development of energy-activated small molecules for the safe and effective destruction of cancer, bacteria and viruses.

We seek Safe Harbor.