NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario – August 22, 2019, Theralase® Technologies Inc. (“Theralase” or “Company”) (TSXV: TLT) (OTCQB: TLTFF), is pleased to announce the closing of its marketed short form prospectus offering pursuant to which the Company issued 57,500,000 units of the Company (including the exercise in full of the over-allotment option) (the “Units”) at a price of $0.30 per Unit (the “Issue Price”) for gross proceeds of $17,250,000 (the “Offering”). Each Unit consisted of one common share of the Company (the “Common Shares”) and one common share purchase warrant of the Company (the “Warrants”). Each Warrant shall be exercisable to acquire one Common Share at a price of $0.35 until August 22, 2024.
The Offering was 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 only (together, the “Agents”).
The Company intends to use the net proceeds of the Offering for: (i) research and development related to the Company’s Phase II Anti-Cancer Therapy Non-Muscle Invasive Bladder Cancer clinical study, (ii) the TLC-2000 rework and (iii) general corporate and working capital purposes as further described in the final short form prospectus of the Company dated August 19, 2019 (the “Prospectus”).
In consideration for the services to be rendered by the Agents in connection with the Offering, the Agents received a cash fee equal to 6.0% of the gross proceeds of the Offering (other than in respect of certain “president’s list” purchaser on which a cash fee equal to 3.0% was paid) and compensation options (“Compensation Options”) equal to 6% of the Units sold pursuant of the Offering (other than in respect of certain “president’s list” purchasers on which Compensation Options equal to 2.0% of such sales were issued). Each Compensation Option is exercisable to acquire one Unit at the Issue Price until August 22, 2024.
It is anticipated that the Warrants will commence trading on the TSXV under the symbol “TLT.WT” on or about August 26, 2019.
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 final acceptance of the TSXV, the listing of the Warrants 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 deploy the use of proceeds in the manner contemplated). 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. 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 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) x 304 416.699.LASE (5273)
Shushu Feng, Investor Relations & Public Relations Coordinator sfeng@theralase.com
Amelia Tudo, Investor Relations Coordinator atudo@theralase.com
www.theralase.com