Ms. Kristina Hachey reports

THERALASE®) CLOSES C$4.8 MILLION OFFERING

Theralase Technologies Inc. has closed its previously announced brokered private placement offering of 19,166,667 units of the company at a price of 24 cents per unit for gross proceeds of $4.6-million, including the full exercise of the overallotment option. The brokered offering was led by Research Capital Corp. as sole agent and sole bookrunner.

In addition, the company is pleased to announce it has closed a concurrent non-brokered private placement offering pursuant to which the company issued 673,624 units at the offering price for gross proceeds of $161,669.

In aggregate, the company raised gross proceeds of $4,761,669 under the offering.

Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at an exercise price of 32 cents per warrant share at any time until May 20, 2031. The company has applied to the TSX Venture Exchange for the listing of the warrants and the warrant shares pursuant to the brokered offering. Listing of the warrants is subject to the approval of the TSX Venture Exchange and there can be no assurance that such approval will be obtained or that the warrants will be listed.

The company plans to use the proceeds of the financing to further the phase II BCG-unresponsive (Bacillus Calmette-Guerin) non-muscle invasive bladder cancer (NMIBC) carcinoma in situ (CIS) clinical study (study II) currently under way, commencement of good laboratory practice (GLP) toxicology analysis for Rutherrin, working capital and general corporate purposes.

The brokered offering was completed pursuant to the listed issuer financing exemption and the non-brokered offering was completed by way of private placement pursuant to applicable exemptions from the prospectus requirements, under applicable Canadian securities laws. All securities issued under the brokered offering will become free trading on closing and the securities issued under the non-brokered offering are subject to a hold period under applicable Canadian securities laws, which will expire on Sept. 21, 2026. The offering is subject to final acceptance of the TSX Venture Exchange.

In consideration for its services, the agent received an aggregate cash commission of $295,772. The company also issued 1,232,383 non-transferable compensation options to the agent, with each compensation option exercisable to acquire one unit at an exercise price of 24 cents per unit until May 20, 2031.

Roger DuMoulin-White, BSc, PEng, ProDir, president, chief executive officer and chairman of the board of Theralase, stated: "The company has successfully raised approximately $7.5-million in equity and $1-million under a recurring line of credit over the last five months, in order to strengthen our balance sheet and provide the company with additional capital to fund our strategic initiatives. In 2026, the company plans to complete follow-up assessments on the remaining patients in study II, in order to file new drug applications to both Health Canada and the FDA, under rolling review, seeking Canadian and U.S. marketing approval of its light-activated drug, Ruvidar, for bladder cancer. In addition, the company plans to commence GLP toxicology studies on Rutherrin to allow clinical development, subject to regulatory approval, for a number of cancer indications, including brain cancer, lung cancer, pancreatic cancer, colorectal cancer and muscle invasive bladder cancer."

Finder's fee

In connection with the non-brokered offering, the company paid a finder's fee of $3,000 (payable through the issuance of 12,500 common shares) and 6,250 warrants.

Related party transactions

An aggregate of 155,289 units, representing gross proceeds of $37,269, were issued to certain insiders of the corporation. Pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and TSX Venture Exchange Policy 5.9, such insider subscriptions are a related party transaction. The corporation is exempt from the formal valuation requirement of MI 61-101 in connection with the insider subscriptions in reliance on Section 5.5(b) of MI 61-101, as no securities of the corporation are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the Nasdaq Stock Market, or any other stock exchange outside of Canada or the United States. Additionally, the corporation is exempt from obtaining minority shareholder approval in connection with the insider subscriptions in reliance on Section 5.7(1)(a) of MI 61-101 as the aggregate value of the insider subscriptions does not exceed 25 per cent of the market capitalization of the corporation. Due to the limited time between the launch and the close of the offering, there will be less than 21 days between the date the corporation files its material change report in respect of the offering and the completion date of the offering.

About Theralase Technologies Inc.

Theralase is a clinical-stage pharmaceutical company dedicated to the research and development of energy-activated small molecules for the safe and effective destruction of cancer, bacteria and viruses.

We seek Safe Harbor.