Theralase arranges minimum $4.5M private placement

Ms. Kristina Hachey reports THERALASE(R) ANNOUNCES BROKERED LIFE FINANCING TO FURTHER ADVANCE ITS PHASE II NON-MUSCLE INVASIVE BLADDER CANCER CLINICAL STUDY Theralase Technologies Inc. has entered into an agreement with Research Capital Corp. as the sole agent and bookrunner on a commercially reasonable best effort agency basis, for a brokered private placement offering of units of the company at a price of 17 cents per unit to raise a minimum of $4.5-million and up to a maximum of $5.5-million 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 21 cents per warrant share at any time for a period of 60 months following the closing of the offering. 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 $1-million in units by giving written notice of the exercise of the agent's option, or a 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: Furtherance of a phase 2 non-muscle invasive bladder cancer clinical study; Good laboratory practice 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. If the maximum proceeds are achieved, then the following strategic initiatives will be added: 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. The offering is scheduled to close on or about the week of Dec. 1, 2025, 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: 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 In other jurisdictions where the offering can lawfully be made; including, the United States under applicable private placement exemptions; such sales to investors in the United States will be subject to applicable U.S. securities laws and restrictions on its 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: A cash commission equal to 7 per cent of the aggregate gross proceeds of the offering payable in cash (subject to a reduction for orders on the president's list); and Non-transferable 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 for orders on the president's list) at an exercise price of 17 cents per unit, expiring 60 months after the date of the closing of the offering. About Theralase Technologies Inc. Theralase is a clinical-stage pharmaceutical company dedicated to the research and development of light, radiation, sound and drug-activated small molecule compounds and their associated formulations with a primary objective of efficacy and a secondary objective of safety in the destruction of various cancers, bacteria and viruses, with minimal impact on surrounding healthy tissue. We seek Safe Harbor.