Thiogenesis Closes Oversubscribed Non-Brokered Private Placement for Gross Proceeds of C$9.07 Million

Executive Summary

• Thiogenesis Therapeutics Corp. completed an oversubscribed non-brokered private placement, issuing 18,143,700 common shares at C$0.50 per share for gross proceeds of C$9,071,850.
• Net proceeds will be allocated to advance the clinical development of TTI-0102, including an investigator-initiated study in cystinosis and a Phase 2a study in Leigh syndrome spectrum, alongside formulation, manufacturing, regulatory engagement, and working capital.
• The transaction included finder compensation (cash fees and non-transferable options), an insider purchase by an independent director, and advisory services from Bloom Burton Securities Inc.

Key Details

• Share Issuance & Pricing: 18,143,700 common shares issued at C$0.50 per share.
• Gross Proceeds: C$9,071,850.
• Hold Period: All securities subject to a four-month plus one day hold period ending October 2, 2026.
• Regulatory Status: Received conditional acceptance from the TSX Venture Exchange; remains subject to final acceptance.
• Finder Compensation: Paid a 7% cash finder's fee on gross proceeds from introduced subscribers and issued non-transferable finder's options equal to 7% of the Offered Shares. Total cash fees paid: C$561,529.50. Total finder's options issued: 780,059.
• Finder Option Terms: Each option entitles the holder to acquire one common share at C$0.60 per share for a period of three years.
• Insider Participation: An independent director acquired 150,000 shares. Classified as a related party transaction under MI 61-101; exemptions from formal valuation and minority shareholder approval were relied upon.
• Use of Proceeds: Advance clinical development of TTI-0102 (investigator-initiated cystinosis study, Phase 2a Leigh syndrome spectrum study), formulation and manufacturing activities, regulatory engagement, and general working capital/corporate purposes.
• Financial Advisor: Bloom Burton Securities Inc. engaged on a non-exclusive basis to provide financial and strategic advisory services. Paid a C$50,000 cash fee. Does not own any securities of the Company.