Theralase(R) Announces Brokered LIFE Financing to Further Advance its Phase II Non-Muscle Invasive Bladder Cancer Clinical Study

Toronto, Ontario--(Newsfile Corp. - November 24, 2025) - Theralase® Technologies Inc. (TSXV: TLT) (OTCQB: TLTFF) ("Theralase®" or the "Company"), a clinical stage pharmaceutical company pioneering light, radiation, sound and drug-activated therapeutics for the treatment of cancer, bacteria and viruses is pleased to announce that it has entered into an agreement with Research Capital Corporation ("RCC") as the sole agent and bookrunner on a commercially reasonable "best efforts" agency basis, for a brokered private placement offering ("Offering") of units of the Company ("Units") at a price of C$ 0.17 per Unit to raise a minimum of C$ 4,500,000 and up to a maximum of C$5,500,000 in aggregate gross proceeds.

Each Unit will consist of one common share of the Company ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant shall entitle the holder thereof to purchase one Common Share ("Warrant Share") at an exercise price of $CAN 0.21 per Warrant Share at any time for a period of 60 months following the closing of the Offering. The Company will use commercial reasonable efforts to obtain the necessary approvals to list the Warrants on the TSX Venture Exchange ("TSXV").

The Company will grant the Agent an option ("Agent's Option") to increase the size of the Offering by up to C$1,000,000 in Units by giving written notice of the exercise of the Agent's Option, or a part thereof, to the Company at any time up to 48 hours prior to closing of the Offering.

The Company plans to use the minimum proceeds of the financing for:

1. Furtherance of a Phase II non-muscle invasive bladder cancer clinical study
2. Good Laboratory Practice ("GLP") toxicology studies to support clinical development for the intravenous use of Rutherrin® (Ruvidar® + transferrin) in the treatment of various cancers
3. working capital and general corporate purposes

If the maximum proceeds are achieved, then the following strategic initiatives will be added:

1. GLP toxicology studies to support clinical development for the topical use of Ruvidar® in the treatment of herpes simplex virus induced cold sores
2. design, development and commercialization of products in the device division

The Offering is scheduled to close on or about the week of December 1, 2025, or such other date as the Company and the Agent may agree upon, and is subject to the receipt of all necessary approvals; including, the approval of the TSXV.

The Offering will take place by way of:

1. a private placement pursuant to National Instrument 45-106 - Prospectus Exemptions under Part 5A, as amended by CSA Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption ("Listed Issuer Financing Exemption" or "LIFE"), to qualified investors in all the provinces of Canada, except Québec and
2. in other jurisdictions where the Offering can lawfully be made; including, the United States under applicable private placement exemptions. Such sales to investors in the United States will be subject to applicable United States securities laws and restrictions on its securities purchased.

The Units issued under the Listed Issuer Financing Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws.

The LIFE offering document ("Offering Document") related to the Offering can be accessed under the Company's profile at www.sedarplus.ca or on the Company's website at: www.theralase.com.

Prospective investors should read this Offering Document before making an investment decision.

Upon closing of the Offering, the Company shall pay to RCC:

1. a cash commission equal to 7% of the aggregate gross proceeds of the Offering payable in cash (subject to a reduction for orders on the "president's list"); and
2. non-transferrable broker warrants of the Company exercisable to acquire that number of Units equal to 7% of the number of Units issued under the Offering (subject to a reduction for orders on the "president's list"), at an exercise price of C$0.17 per Unit, expiring 60 months after the date of the closing of the Offering.

THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES, NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. THE SECURITIES BEING OFFERED HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER THE 1933 ACT OR UNDER ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.

About Theralase^® Technologies Inc. 
Theralase^® is a clinical stage pharmaceutical company dedicated to the research and development of light, radiation, sound and drug-activated small molecule compounds and their associated formulations with a primary objective of efficacy and a secondary objective of safety in the destruction of various cancers, bacteria and viruses, with minimal impact on surrounding healthy tissue.

Additional information is available at https://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 small molecules 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; including, statements related to the current expectations of the Company's management regarding future research, development and commercialization of the Company's small molecules; their drug formulations; preclinical research; clinical studies and regulatory approvals.

These statements involve significant risks, uncertainties and assumptions; including, the ability of the Company to fund and secure regulatory approvals to successfully complete various clinical studies in a timely fashion and implement its development plans. Other risks include: the ability of the Company to successfully commercialize its small molecule and drug formulations; access to sufficient capital to fund the Company's operations is available on terms that are commercially favorable to the Company or at all; the Company's small molecule and formulations are effective against the diseases tested in its clinical studies; the Company's ability to comply with the terms of license agreements with third parties and as a result does not lose the right to use key intellectual property in its business; the Company's ability to protect its intellectual property; the timing and success of submission, 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 prove to be accurate 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 FLS.

For investor information on the Company, please feel to reach out Investor Inquiries - Theralase Technologies.

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