Theralase Announces Proposed Public Offering of Units
Not for distribution to U.S. news wire services or dissemination in the United States.
Toronto, Ontario – November 7, 2016, Theralase Technologies Inc. (“Theralase” or the “Corporation”) (TSXV:TLT) (OTC Pink®: TLFF) is pleased to announce that it proposes to offer for sale up to 20,000,000 units of the Corporation (each, a “Unit”) at a price of $0.30 per Unit for aggregate gross proceeds of up to $6,000,000 (the “Offering”).
Each Unit will consist of one common share of the Corporation (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant will entitle the holder to acquire an additional Common Share (each a “Warrant Share”) at a price of $0.375 for a period of 60 months following the date of issuance.
In connection with the Offering, the Corporation has engaged Echelon Wealth Partners Inc. (the “Agent”) to offer the Units for sale to the public on a commercially reasonable efforts basis. For its services, the Agent will receive a cash commission equal to 6.0% of the gross proceeds raised under the Offering (exclusive of proceeds raised from subscribers on the President’s List) and that number of non-transferable broker warrants equal to 4.0% of the number of Units sold (exclusive of Units sold to subscribers on the President’s List). Each broker warrant will be exercisable into one Common Share for a period of 60 months from the closing of the Offering at a price of $0.375 per Common Share.
The Offering is expected to close on or about November 10, 2016. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals (including TSX Venture Exchange approval). The Units will be qualified for sale by way of a prospectus supplement to the Corporation’s short form base shelf prospectus dated January 9, 2015, which will be filed in the Provinces of British Columbia, Alberta and Ontario. Rodman & Renshaw Capital Group has been appointed by the Agent as selling group member to facilitate sales of the Units in the United States.
The net proceeds of the Offering will be used to fund research and development activities by Theralase’s Photo Dynamic Therapy (PDT) Division, commercialization activities by Theralase’s Therapeutic Laser Technology (TLT) Division and for working capital and general corporate purposes.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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.
Theralase in its Therapeutic Laser Technology Division designs, manufactures, markets and distributes patented super-pulsed laser technology indicated for the: elimination of pain, reduction of inflammation and acceleration of tissue healing for numerous nerve, muscle and joint conditions. Theralase’s Photo Dynamic Therapy Division researches and develops specially designed molecules called Photo Dynamic Compounds, which localize to cancer cells and then when laser light activated, effectively destroy them.
This news release contains “forward-looking statements” which reflect the current expectations of management of the Corporation’s future growth, results of operations, performance and business prospects and opportunities. Such statements include, but are not limited to, statements regarding receipt of applicable regulatory approvals, the anticipated closing date of the Offering and the proposed use of proceeds.. Wherever possible, words such as “may”, “would”, “could”, “should”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “potential for” and similar expressions have been used to identify these forward-looking statements. These statements reflect management’s current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause the Corporation’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements; including, without limitation, those listed in the filings made by the Corporation with the Canadian securities regulatory authorities (which may be viewed at www.sedar.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in the news release are based upon what management currently believes to be reasonable assumptions, the Corporation cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. The Corporation disclaims any intention or obligation to revise forward-looking statements whether as a result of new information, future developments or otherwise except as required by law. All forward-looking statements are expressly qualified in their entirety by this cautionary statement.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchanges) accepts responsibility for the adequacy or accuracy of this release.
For More Information:
President & CEO, Theralase Technologies Inc.
1.866.THE.LASE (843-5273) ext. 225
416.699.LASE (5273) ext. 225