Theralase arranges minimum $4.5M private placement

Executive Summary

• Theralase Technologies Inc. has entered into an agreement for a brokered private placement offering of units to raise between $4.5 million and $5.5 million in aggregate gross proceeds.
• The offering is priced at 17 cents per unit, with each unit consisting of one common share and one common share purchase warrant exercisable at 21 cents per share for 60 months.
• Proceeds will primarily fund a Phase II non-muscle invasive bladder cancer clinical study and GLP toxicology studies, with potential additional use for device division development if maximum proceeds are achieved.

Key Details

• Transaction Structure: Brokered private placement via Research Capital Corp. as sole agent and bookrunner on a commercially reasonable best effort agency basis.
• Pricing: Units priced at 17 cents per unit.
• Gross Proceeds: Minimum of $4.5 million; Maximum of $5.5 million.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms:
  • Entitles holder to purchase one common share at an exercise price of 21 cents per warrant share.
  • Exercisable at any time for a period of 60 months following closing.
  • Company will use commercially reasonable efforts to list warrants on the TSX Venture Exchange.
• Over-Allotment Option: Agent has an option to increase the offering size by up to $1 million in units, exercisable via written notice up to 48 hours prior to closing.
• Use of Proceeds (Minimum $4.5M):
  • Furtherance of a Phase II non-muscle invasive bladder cancer clinical study.
  • Good laboratory practice (GLP) toxicology studies to support clinical development for the intravenous use of Rutherrin (Ruvidar plus transferrin) in the treatment of various cancers.
  • Working capital and general corporate purposes.
• Use of Proceeds (If Maximum $5.5M Achieved):
  • GLP toxicology studies to support clinical development for the topical use of Ruvidar in the treatment of herpes simplex virus induced cold sores.
  • Design, development, and commercialization of products in the device division.
• Closing Schedule: Scheduled to close on or about the week of Dec. 1, 2025, subject to necessary approvals including TSX Venture Exchange.
• Regulatory Framework:
  • Conducted via private placement under National Instrument 45-106 (Prospectus Exemptions) and CSA Coordinated Blanket Order 45-935.
  • Targeted at qualified investors in all Canadian provinces except Quebec, and other jurisdictions where lawful (including US private placement exemptions).
  • Units issued under the listed issuer financing exemption are not subject to resale restrictions under applicable Canadian securities laws.
• Agent Compensation:
  • Cash commission of 7% of aggregate gross proceeds (subject to reduction for orders on the president's list).
  • Non-transferable broker warrants equal to 7% of the number of units issued, exercisable at 17 cents per unit, expiring 60 months after closing (subject to reduction for orders on the president's list).