Theralase® Completes $2.5M Private Equity Financing, The Canadian Business Journal

TORONTO, September 22, 2022 (GLOBE NEWSWIRE) — Theralase^® Technologies Co., Ltd. (“Celerase^®” or “Company”) (TSXV: TLT) (OTCQB: TLTFF), a clinical-stage pharmaceutical company focused on the research and development of light-activated photodynamic compounds (“PDC) and their related pharmaceutical formulations, which are used to safely and effectively destroy a variety of cancers, bacteria and viruses, we are pleased to announce that we have closed an unmediated private placement ( “Recruitment”) units (“unit”). At closing, the Corporation issued a total of 10,000,000 units at a price of $0.25 per unit for total gross proceeds of approximately $2,500,000.

Each unit consists of one share of our common stock (“common stock”) and one Common Stock Purchase Warrant (“warrant”). Each warrant gives the holder the right to acquire additional shares of common stock at an exercise price of $0.35 per share for a period of 24 months from the date of issuance.

In connection with the offering, the Company paid a finder fee of $10,167 in cash or $76,800 in common stock at $0.25 per common share and issued 58,734 finder warrants. Each finder’s warrant is exercisable for one share of common stock at an exercise price of $0.35 per share for 24 months after the closing of the offering.

The Company plans to use the proceeds of this offering for the following purposes:

• Good Laboratory Practices (“GLP”) Toxicological study of intravenous administration of luzarin for the treatment of non-small lung cancer (“NSCLC”) and Glio Blastoma Multiforme (“GBM”)
• Progression of Phase II Non-Muscle Invasive Bladder Cancer (“NMIBC”) clinical studies
• Working capital and general corporate purpose

The securities referred to in this news release have not been registered and are not intended to be registered under the United States Securities Act of 1933, as amended (“U.S. Securities Law), or the applicable securities laws of any state of the United States, and may not be offered or sold in the United States or to or for the account or benefit of any United States person (such term is (as defined in Regulation S below) unless registered under the U.S. Securities Act and other applicable U.S. securities laws, or where an exemption from such registration requirements is available. domestic person. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor does it constitute a sale of the securities offered in any jurisdiction where such an offer, solicitation or sale would be unlawful, including the United States. not.

All securities issued under the offering are subject to a hold period of four months and one day from the closing date under applicable Canadian securities laws, which expires on January 22, 2023 . Offering is subject to receipt of final approval from TSX Venture Exchange. .

Related party transactions
A total of 2,400,000 units totaling $600,000 have been issued to certain insiders of the company. Pursuant to Multilateral Agreement 61-101 – Protection of Minority Shareholders in Special Transactions (“MI61-101) and TSX Venture Exchange Policy 5.9, such insider subscriptions are “related party transactions.” We are exempt from the formal evaluation requirements of MI 61-101 related to insider subscriptions that rely on Section 5.5(b) of MI 61-101. Exchange, New York Stock Exchange, American Stock Exchange, NASDAQ Stock Market, or any other stock exchange outside of Canada and the United States. In addition, the Company obtains minority shareholder approval related to insider subscriptions subject to section 5.7(1)(a) of MI 61-101, as the aggregate amount of insider subscriptions does not exceed 25% of market capitalization exempted from that. of a corporation. Due to the limited time period between the commencement and termination of the offering, he has less than 21 days from the date the Company submits a material change report regarding the offering to the date of completion of the offering.

About Celerase^® Technologies Co., Ltd.
Celerase^® is a clinical-stage company dedicated to the research and development of photoactivated compounds and their related formulations, with the primary goal of efficacy in the destruction of various cancers, bacteria and viruses, and the secondary goal of safety. A pharmaceutical company.

Additional information is available at www.theralase.com When www.sedar.com

Neither TSX Venture Exchange nor its regulated service providers (as those terms are defined in the TSX Venture Exchange Policy) are responsible for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of applicable Canadian securities laws. Such statements include, but are not limited to, statements regarding our proposed development plans for photodynamic compounds and formulations thereof. Forward-looking statements areMay,”should do it“,”intention“,”anticipate“,”I believe“,”schedule“,”expect“,”Quote“,”The possibility of” and similar expressions, including statements relating to our management’s current expectations for the futureResearch, development and commercialization of our photodynamic compounds and their formulations, including preclinical studies, clinical studies and regulatory approvals.

These statements involve significant risks, uncertainties and assumptions. Properly fund and secure the necessary regulatory approvals for the timely completion of the Phase II NMIBC clinical trial to implement the development plan. Other risks include: our ability to successfully commercialize pharmaceutical formulations; the risk that we may not have access to sufficient capital to fund our operations; our pharmaceutical formulations may not be effective against the conditions tested in clinical studies; our failure to comply with the terms of our license agreements with third parties; As a result, the company’s ability to protect intellectual property, the timing and success of submissions, the acceptance and approval of submissions to regulatory authorities, and the risk of losing the right to use key intellectual property in its business, and public concerns such as COVID-19. Impact of the sanitary crisis. Many of these factors that will determine our actual results are beyond our ability to control or predict.

Readers should not place undue reliance on these forward-looking statements, which are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results or future events to differ materially from the forward-looking statements. There is no guarantee that the forward-looking statements will be successful.

Forward-looking statements contained in this press release are based on what management currently believes to be reasonable assumptions, but actual results, performance or achievements may differ from those forward-looking statements. A match cannot be guaranteed to prospective investors.

All forward-looking statements are made as of the date hereof and are subject to change. We undertake no obligation to update such statements, except as required by law.

For more information:
1.866.THE.LASE (843.5273)
416.699.LASE (5273)
www.theralase.com

Christina Hushey, CPA
CFO
[email protected]
416.699.LASE (5273) × 224

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