Ms. Kristina Hachey reports

THERALASE®) CLOSES C$3.6 MILLION BROKERED FINANCING

Theralase Technologies Inc. has closed its previously announced brokered private placement offering, pursuant to which the company issued 14,812,500 units at a price of 24 cents per unit for aggregate gross proceeds of $3,555,000. The offering was led by Research Capital Corp. as sole agent and sole bookrunner.

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 received conditional approval to list the warrants underlying the units and anticipates they will commence trading on the TSX Venture Exchange, as part of the existing warrant class bearing the Cusip No. 88337V 14 2, under the trading symbol TLT.WT, on or about Aug. 27, 2026, subject to final approval from the TSX-V. The warrants are governed by the terms of a warrant indenture dated May 20, 2026, as supplemented by the supplemental indenture dated Aug. 24, 2026, between the company and TSX Trust Company of Canada, as warrant agent. The supplemental indenture authorized a total of 36,115,273 warrants.

The company plans to use the proceeds of the offering: to complete good laboratory practice (GLP) toxicology studies supporting clinical development of the intravenous use of Rutherrin (Ruvidar plus transferrin) in the treatment of various cancers; for further GLP toxicology studies supporting clinical development of the topical use of Ruvidar in the treatment of herpes simplex virus-induced cold sores; and for working capital and general corporate purposes.

The offering was completed pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by CSA Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (LIFE). The securities issued under LIFE are not subject to resale restrictions pursuant to applicable Canadian securities laws and will become free trading on closing. The offering is subject to final acceptance by the TSX Venture Exchange.

In consideration for their services, the agent received an aggregate cash commission of $216,893. The company also issued 903,723 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 $11-million (Canadian) in equity and $1-million (Canadian) in debt under a recurring line of credit over the last eight months, in order to strengthen our balance sheet and provide the company with additional capital to fund our strategic initiatives. In 2026/2027, the company plans to complete follow-up assessments on the remaining patients in study II, file rolling review drug applications to Health Canada and the FDA, and seek 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, lung, pancreatic, colorectal and muscle invasive bladder cancer."

Related party transactions

An aggregate of 116,250 units, representing gross proceeds of $27,900, were issued to certain insiders of the company; these units will be subject to the exchange hold period of four months plus a day. Pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, and TSX Venture Exchange Policy 5.9, such insider subscriptions constitute a related party transaction. The company 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 company 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 Canada and the United States. The company is also 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 company. Due to the limited time between the launch and closing of the offering, there were fewer than 21 days between the date the company filed its material change report in respect of the offering and the closing 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.