Toronto, Ontario--(Newsfile Corp. - August 24, 2026) - Theralase® Technologies Inc. (TSXV: TLT) (OTCQB: TLTFF) ("Theralase®" or the "Company"), 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, is pleased to announce that it has closed its previously announced brokered private placement offering ("Offering"), pursuant to which the Company issued 14,812,500 units ("Units") at a price of C$0.24 per Unit ("Offering Price") for aggregate gross proceeds of C$3,555,000. The Offering was led by Research Capital Corporation as sole agent and sole bookrunner ("Agent").

Each Unit consists of one common share of the Company ("Common Share") and one Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share ("Warrant Share") at an exercise price of C$0.32 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 ("TSXV"), as part of the existing warrant class bearing the CUSIP:88337V142, under the trading symbol "TLT.WT", on or about August 27, 2026, subject to final approval from the TSXV. The Warrants are governed by the terms of a warrant indenture dated May 20, 2026, as supplemented by the supplemental indenture dated August 24, 2026 ( the "Supplemental Indenture") between the Company and TSX Trust Company of Canada ("Warrant Agent"), 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® + transferrin) in the treatment of various cancers; further GLP toxicology studies supporting clinical development of the topical use of Ruvidar® in the treatment of herpes simplex virus-induced cold sores; 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 ("Listed Issuer Financing Exemption" or "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 TSXV.

In consideration for their services, the Agent received an aggregate cash commission of C$216,893. The Company also issued 903,723 non-transferable compensation options to the Agent ("Compensation Options"), with each Compensation Option exercisable to acquire one Unit at an exercise price of C$0.24 per Unit until May 20, 2031.

Roger DuMoulin-White, BSc, P.Eng, Pro.Dir, President, Chief Executive Officer and Chairman of the Board of Theralase®, stated that "The Company has successfully raised approximately C$11,000,000 in equity and C$1,000,000 in debt under a recurring line of credit over the last 8 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 US 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 4 months plus a day. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") 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% 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.

The securities referred to in this news release have not been, and will not be, registered under the United States Securities Act of 1933, as amended ("U.S. Securities Act"), or any applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for, the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States. unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirement is available. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities offered in any jurisdiction in which such offer, solicitation or sale would be unlawful; including, the United States.

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.

Additional information is available at www.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 and forward-looking information (collectively, "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 use of proceeds of the Offering; the timing for closing of the Offering; 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 to the Company include: successful commercialization of its energy-activated small molecule and drug formulations; access to sufficient capital to fund the Company's operations on terms that are commercially favorable to the Company or at all; the safety and effectiveness of the Company's small molecule and formulations against the diseases tested in its clinical studies; the failure to comply with the terms of license agreements with third parties and as a result loses the right to use key intellectual property in its business; the ability to protect its intellectual property; the timing and success of submission, acceptance and approval of regulatory filings such as the final approval from the TSXV and TSXV approval to list the Warrants. 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/311258

Source: Theralase Technologies Inc.