Therma Bright Finalizes Terms on Acquisition, Adds Advisory Board Member and Grants Options

March 02, 2018 8:00 AM EST | Source: Therma Bright Inc.

Toronto, Ontario--(Newsfile Corp. - March 2, 2018) - Therma Bright Inc. (TSXV: THRM), ("Therma Bright" or the "Company"), a progressive medical device technology company, today is pleased to announce that further to its news releases on November 2, 2017, December 12, 2017 and January 30, 2018, the Company has now finalized negotiations with the vendor and is awaiting regulatory approval for the proposed acquisition of assets that include a consumer medical device for acne and other cosmetic applications that encompass both heat and light therapy. (the "Proposed Acquisitions"). Therma Bright has agreed with the vendor on the final terms of the definitive asset purchase agreement ("APA") for of the Proposed Acquisitions and has made application to the TSX Venture Exchange for approval of this transaction. Closing will occur once regulatory approval is received and upon completion of a financing. The Company intends to finance the initial purchase price payment required under the APA through debt, equity or a combination thereof with terms of such financing to be announced before closing.

As previously reported on November 2, 2017 and based on the unaudited financial statements for 2016, the Proposed Acquisitions have generated approximately USD $3.0 million of revenue and approximately USD $1,800,000 of free cash flow ("FCF"). Upon closing of the transaction, a USD $750,000 cash payment will be payable, and the balance of USD $1,500,000 is payable over 3 years. The balance of USD $1,500,000 will be discounted by USD $200,000 if paid on or before June 30th, 2019. Upon successful completion of this transaction, Therma Bright intends to utilize over CAD $6,900,000 in operating losses against future income generated from the acquired products.

Therma Bright also announces the appointment of a key member to its Advisory Board:

Gilbert Sharpe, the former long-time Director of the Legal Branch of the Ontario Ministry of Health and Long-Term Care, brings invaluable experience from a distinguished 40-year career in legal practice and advisory roles. He recently established his own boutique healthcare advisory service, following 15 years in private practice as a partner at several major Bay Street law firms.

Gilbert offers unparalleled experience in healthcare public policy and regulation, and intimately understands the complex realm of evolving public and private healthcare in Canada. Through his involvement with the Ministry of Health since 1975, and associated work with numerous government ministries and agencies, Gilbert has influenced some of the most important legal issues and policy matters affecting modern health care in Canada. This includes the development of legislation and policies to improve the Ontario and Canadian health care system.

Internationally, Gilbert has been an advisor on healthcare projects for the World Bank, Inter-American Bank, and the World Health Organization. He advised on US healthcare reforms in part during his tenure as a professor in the health law group at Loyola University in Chicago.

Gilbert holds several professorships, including the Institute of Health Policy, Management and Evaluation (IHPME) at the University of Toronto. Gilbert received his LLB and LLM from Osgoode Hall Law School. He is President of the Canadian Institute of Law and Medicine and Editor-in-Chief of Health Law in Canada. Gilbert has published several books, hundreds of articles, and is a sought-after speaker at conferences.

Gilbert Sharpe brings to Therma Bright years of experience in health law and government policy. Mr. Sharpe's healthcare experience encompasses both academia and practical medicine. He has introduced medical devices from around the world to the International & Canadian Medical community and has been a catalyst to bring them to market.

Rob Fia, CEO commented: "We look forward to working with Mr. Sharpe to develop our existing product portfolio and to expand sales of our products through Mr. Sharpe's extensive network. We especially look forward to utilizing his research contacts to conduct research related to our newly proposed thermal therapy device utilizing THC and CBD for pain relief."

In conjunction with Mr. Sharpe joining Therma Bright's team of advisors, the Company has granted him incentive stock options to purchase up to an aggregate of 500,000 common shares of the Company pursuant to the Company's share option plan. The options will vest after 6 months, and are exercisable for a period of five years at a price of $0.10/share.

About Therma Bright Inc.:

Therma Bright is a progressive medical device technology company focused on providing consumers with quality medical devices that address their dermatological needs.  Clear and healthy skin for all is at the core of the Company's philosophy as is the belief that such outcomes should not be a privilege for only those who can afford costly procedures and treatments.  The Company's breakthrough proprietary technology delivers effective, non-invasive and pain free skin care.

Therma Bright received a Class II medical device status from the FDA for its platform technology that is indicated for the relief of the pain, itch, and inflammation from over 20,000 different insect stings and bites, (including bees, wasps, hornets, mosquitoes, black flies and jellyfish). The Company received approval for the above claims from FDA (United States) in 1997.

Therma Bright Inc. trades on the TSXV (TSXV: THRM). For more information visit: www.thejenexcorporation.com or www.therozap.com.

For further information please contact:
Therma Bright Inc.
Rob Fia
CEO
rfia@thejenexcorporation.com

FORWARD LOOKING STATEMENTS

Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events or the Company's future performance and include the Proposed Acquisitions, signing of the APA, closing of the acquisition transaction and financing thereof, all as described in the news release. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements. In addition to other risks, the Company may not complete the purchase of or commercialization or marketing of the Proposed Acquisitions as described in this news on the timelines described and the Company may not attract a financing in the future. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. Actual results could differ materially from those anticipated due to a number of factors and risks. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions on the date of this news release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.

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 press release.

NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES

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