Mr. Brook Riggins reports

THIOGENESIS ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF COMMON SHARES AND INSIDER PARTICIPATION

Further to its news release dated Nov. 20, 2023, Thiogenesis Therapeutics Corp. has closed a non-brokered private placement through the issuance of 5,584,167 common shares for gross proceeds of $4,188,125.

In connection with closing, the company paid aggregate cash finders' fees of $285,294 and issued an aggregate of 380,392 non-transferable finders' options to eligible persons in compliance with applicable securities laws and TSX Venture Exchange policies. Each finder's option entitles the holder to acquire one common share at a price of 75 cents for a period of two years following closing. All securities issued pursuant to this offering will be subject to resale restrictions for a period of four months and one day from closing under applicable securities legislation.

The company also intends to close an additional tranche under the offering in the very near future, as documentation for some subscriptions had not been fully completed prior to this closing.

The offering and any securities issued under an additional tranche, if any, are subject to the final approval of the exchange.

Proceeds raised from the offering will be used for: the completion of a good lab practices (GLP) study on absorption with its lead compound, TTI-0102; reformulation work on TTI-0102 to make it viable in the form of a tablet or capsule; the purchase of inventory; and general working capital purposes.

Insider participation in the offering

An officer and director of the company, who is not a control person, participated in the offering and acquired 50,000 offered shares. The issuance of the offered shares to such insider pursuant to the offering is considered a related party transaction, subject to and in accordance with Multilateral Instrument 61-101 and Policy 5.9 of the exchange. The company relied on the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and (b) as well as 5.7(1)(a) and (b) of MI 61-101. Neither the company nor, to the knowledge of the company after reasonable inquiry, a related party has had knowledge of any material information concerning the company or its securities that has not been generally disclosed.

About Thiogenesis Therapeutics Corp.

Thiogenesis Therapeutics is a clinical-stage biopharmaceutical company operating through its wholly owned subsidiary based in San Diego, Calif. Thiogenesis is developing sulphur-containing prodrugs that act as precursors to thiol-active compounds, with the potential to treat serious pediatric diseases with unmet medical needs. Thiols have been the subject of promising research for many decades and are known for having powerful anti-oxidant properties and other potential therapeutic activities. The company's initial target indications include mitochondrial encephalopathy lactic acidosis and stroke (MELAS), Retts syndrome and pediatric NASH (non-alcoholic steatohepatitis).

We seek Safe Harbor.