On 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 reported 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.

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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:

Furtherance of a Phase II non-muscle invasive bladder cancer clinical study
Good Laboratory Practice ("GLP") toxicology studies to support clinical development for the intravenous use of Rutherrin (Ruvidar + transferrin) in the treatment of various cancers
working capital and general corporate purposes
If the maximum proceeds are achieved, then the following strategic initiatives will be added:

GLP toxicology studies to support clinical development for the topical use of Ruvidar in the treatment of herpes simplex virus induced cold sores
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:

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
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:

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
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.

(Press release, Theralase, NOV 24, 2025, View Source [SID1234661918])