NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario – June 26, 2019, Theralase® Technologies Inc. (“Theralase” or “Company”) (TSXV: TLT) (OTCQB: TLTFF), a clinical stage pharmaceutical company dedicated to the research and development of light activated Photo Dynamic Compounds and their associated drug formulations intended to safely and effectively destroy various cancers, announced today that it has filed and been receipted for a preliminary short form prospectus in connection with a marketed offering of units of the Company (the “Units”) for minimum gross proceeds of $7,500,000 and maximum gross proceeds of $15,000,000 (the “Offering”).
Each Unit will be comprised of one common share of the Company (the “Common Shares”) and one common share purchase warrant (the “Warrants”). Each Warrant is expected to exercisable to acquire one Common Share at a price to be determined in the context of the market, for a period of 60 months from the initial closing date under the Offering.
The final number of Units to be distributed, the price of each Unit and the exercise price of each Warrant will be determined in the context of the market. The Offering is being led by Mackie Research Capital Corporation as the lead agent and sole bookrunner (the “Lead Agent”), on behalf of a syndicate, including Maxim Group LLC, a United States registered broker-dealer, as sub-agent for any sales of the Units in the United States (together, the “Agents”).
The Offering will be undertaken on a commercially reasonable “best efforts” agency basis in all provinces of Canada, except Québec, pursuant to the Company’s preliminary short form prospectus dated June 25, 2019 (the “Preliminary Prospectus”), filed with securities regulators in each of the provinces of Canada, except Québec.
The Units may also be offered on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable state securities laws, as well as other jurisdictions outside of Canada and the United States as the Company and Agent may agree, on an exempt basis in accordance with applicable securities laws.
The Company has granted the Agents an over-allotment option (the “Over-Allotment Option”), exercisable in whole or in part, at the Agents’ sole discretion, at any time and from time to time for a period of 30 days from and including the date of closing of the maximum Offering, to offer and sell on the same terms as the Offering, such number of additional Units, Common Shares, Warrants or any combination thereof, as is equal to up to 15% of the number of Units issued under the maximum Offering to cover over-allotments and for market stabilization purposes.
In consideration for the services to be rendered by the Agents in connection with the Offering, the Agents will receive a cash fee and compensation options as further detailed in the Preliminary Prospectus.
The Company intends to use the minimum net proceeds of the Offering for: (i) research and development, including the Company’s Phase II Anti-Cancer Therapy Non-Muscle Invasive Bladder Cancer clinical study, and (ii) general corporate and working capital purposes. For additional detail regarding the use of proceeds, please refer to the Preliminary Prospectus.
The Offering is subject to certain conditions, including, without limitation, receipt of all regulatory approvals, including the approval of the TSX Venture Exchange (“TSXV”). The Company will use commercial reasonable efforts to obtain the necessary approvals to list the Common Shares and Warrants issuable under the Offering, and upon exercise of the Warrants, on the TSXV.
The closing under the Offering is expected to occur on or about July 22, 2019, on such other date as the Lead Agent and Company may agree.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Units in any jurisdiction, nor will there be any offer or sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units have not and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and therefore will not be offered or sold within the United States except pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.
About Theralase® Technologies Inc.
Theralase® is a clinical stage pharmaceutical company dedicated to the research and development of light activated Photo Dynamic Compounds and their associated drug formulations intended to safely and effectively destroy various cancers.
Additional information is available at www.theralase.com and www.sedar.com
The TSX Venture Exchange has in no way passed upon the merits of the proposed Offering and has neither approved nor disapproved the contents of this press release. Neither the 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 Information
This news release contains certain “forward-looking information” as such term is defined under applicable Canadian securities laws. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements relating to the Offering generally, the terms thereof and the use of proceeds from the Offering) constitute forward-looking information. This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company as well as certain assumptions including, without limitation, the ability of the Company to complete the Offering in a timely manner and on the terms and conditions described in the news release). Forward-looking information is subject to a number of significant risks and uncertainties and other factors that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, but are not limited to, the risk that the Company may not be able to raise the minimum amount of proceeds required to complete the Offering; the failure of the Company to effectively obtain the approval of the TSX Venture Exchange for the Offering; the inability of the Company to satisfy all conditions to the completion of the Offering and the risk of unforeseen delays in the completion of the Offering, if at all, whether as a result of market conditions or otherwise. Reference is also made to the risk factors disclosed under the heading “Risk factors” in the Company’s Annual Information Form for the year ended December 31, 2018 which has been filed on SEDAR and is available under the Company’s profile at www.sedar.com and the factors discussed under the heading “Risk Factors” in the preliminary short form prospectus.
There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
For More Information:
1.866.THE.LASE (843-5273) x304
416.699.LASE (5273) x304
Amelia Tudo, Investor Relations Coordinator
atudo@theralase.com
www.theralase.com