Theralase(R) Commences Non-Brokered Private Placement and Termination of Previously Announced Financing

Executive Summary

• Theralase® Technologies Inc. launched a non‑brokered private placement to raise up to CAN $2,000,000 by selling units at $0.17 each.
• Each unit consists of one common share and one warrant allowing purchase of an additional share at $0.21 for 60 months after closing.
• Proceeds will fund the Phase II NMIBC clinical study and general working capital; the offering is expected to close the week of December 15, 2025.

Key Details

• Offering Size: Up to CAN $2,000,000.
• Unit Price: $0.17 per unit (CAN).
• Unit Composition: 1 common share + 1 Common Share purchase warrant.
• Warrant Terms: Right to buy one additional common share at $0.21 per share; exercisable for 60 months post‑closing.
• Use of Proceeds: Advance Phase II non‑muscle invasive bladder cancer (NMIBC) trial and provide working capital.
• Holding Period: Securities subject to a four‑month‑plus‑one‑day hold period from the closing date under Canadian and U.S. securities laws.
• Closing Timeline: Anticipated closing week of December 15, 2025, contingent on required approvals (including TSXV).
• Investor Eligibility: Accredited investors in Canada, qualified U.S. investors (Rule 144A or Reg D), and eligible offshore investors under applicable exemptions.
• Finder’s Compensation: 7% cash commission of gross proceeds plus non‑transferable finder warrants equal to 7% of total units issued, exercisable at $0.17 per unit for 60 months. No other fees payable by the company.
• Termination of Prior Financing: The previously announced brokered Listed Issuer Financing Exemption (LIFE) with Research Capital Corporation has been mutually terminated.

Notable Quotes

(No executive quotes were included in the release.)