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

TORONTO, ON / ACCESSWIRE / November 17, 2023 / Theralase® Technologies Inc. ("Theralase®" or the "Company") (TSXV:TLT)(OTCQB:TLTFF), a clinical stage pharmaceutical company dedicated to the research and development of light and/or radiation activated Photo Dynamic Compounds ("PDCs") used for the safe and effective destruction of various cancers, bacteria and viruses, has commenced a non-brokered private placement of units of the Company ("Units") to raise up to $CAN 1.5 M ("Offering").

In the Offering, each Unit is priced at $CAN 0.22 and consists of one common share of the Company ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share of the Company ("Warrant Share") for a period of 60 months following the Closing Date (as defined herein) of the Offering at an exercise price of $CAN 0.28 per Warrant Share.

The Company plans to use the proceeds of the Offering to further the Phase II Non-Muscle Invasive Bladder Cancer ("NMIBC") clinical study currently underway and for working capital needs.

All securities issued under the Offering will be subject to a four months and one day hold period from the Closing Date under applicable Canadian and US securities laws.

The Offering is scheduled to close on or about the week of November 20, 2023 and is subject to the receipt of all necessary approvals, including the approval of the TSXV ("Closing Date").

The Offering is being made to accredited investor subscribers resident in each of the Provinces of Canada, pursuant to applicable private placement exemptions, in the United States or to, or for the account of, U.S. persons, on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A or Regulation D of the United States Securities Act of 1933, as amended or other available U.S. registration exemptions and offshore jurisdictions pursuant to relevant prospectus or registration exemptions in accordance with applicable laws.

The Company agrees to pay a finder's fee to eligible finders for subscribers, introduced by such finder, in connection with the non-brokered private placement, as follows:

1) A cash commission equal to 7% of the gross proceeds

2) Non-transferable finder warrants exercisable to acquire that number of Units equal to 5% of the total number of Units issued, at an exercise price of $CAN 0.22. Each finder warrant will be exercisable for one Share at $CAN 0.28 for a period of 60 months following the Closing Date.

No other fee or commission is payable by the Company in connection with the completion of the Private Placement.

The Company also announces that it has mutually terminated the recently announced brokered Listed Issuer Financing Exemption ("LIFE") financing with Research Capital Corporation.

The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended ("U.S. Securities Act"), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirement is available. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation or sale would be unlawful, including the United States.

About Theralase® Technologies Inc.:

Theralase® is a clinical stage pharmaceutical company dedicated to the research and development of light and radiation activated compounds, their associated drug formulations and the light systems that activate them, with a primary objective of efficacy and a secondary objective of safety in the destruction of various cancers, bacteria and viruses.

Additional information is available at www.theralase.com and www.sedarplus.ca

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

This news release contains Forward-Looking Statements ("FLS") within the meaning of applicable Canadian securities laws. Such statements include, but are not limited to, statements regarding the Company's proposed development plans with respect to Photo Dynamic Compounds ("PDCs") and their drug formulations. FLS may be identified by the use of the words "may, "should", "will", "anticipates", "believes", "plans", "expects", "estimate", "potential for" and similar expressions and the negative of such expressions; including, statements related to the completion of the Offering and the timing thereof, the use of proceeds of the Offering, the timely receipt of all necessary approvals, including any requisite approval of the TSXV, the current expectations of the Company's management for future research, development and commercialization of the Company's PDCs and their drug formulations; including: preclinical research, clinical studies, clinical development and regulatory approvals.

These statements involve significant risks, uncertainties and assumptions; including, whether the Company is able to: adequately fund and secure the requisite regulatory approvals to successfully complete preclinical and clinical studies in a timely fashion to implement its development plan; successfully commercialize its drug formulations; access sufficient capital to fund the Company's operations, which may not be available on terms that are commercially favorable to the Company or at all; provide preclinical and clinical support that the Company's drug formulations are effective against the conditions tested in its preclinical and clinical studies; comply with the term of license agreements with third parties, not to lose the right to use key intellectual property in its business; protect its intellectual property, the timing and success of this intellectual property and achieve acceptance and approval of regulatory filings. Many of these factors that will determine actual results are beyond the Company's ability to control or predict.

Readers should not unduly rely on these FLS, which are not a guarantee of future performance. There can be no assurance that FLS will successfully come to fruition, and as such, FLS involve known and unknown risks, uncertainties and other factors which may cause actual results or future events to differ materially from the FLS.

Although the FLS contained in the press release are based upon what management currently believes to be reasonable assumptions, the Company cannot assure prospective investors that actual results, performance or achievements will be consistent with these FLS.

All FLS are made as of the date hereof and are subject to change. Except as required by law, the Company assumes no obligation to update such statements.

For More Information:
1.866.THE.LASE (843.5273)
416.699.LASE (5273)
www.theralase.com

Kristina Hachey, CPA
Chief Financial Officer
khachey@theralase.com
416.699.LASE (5273) x 224

SOURCE: Theralase Technologies Inc.