Toronto, Ontario – March 3, 2015, Theralase Technologies Inc. (“Theralase” or the “Corporation”) (TSXV:TLT) (OTC Pink®: TLTFF) is pleased to announce that it has closed its previously announced public offering (the “Offering”) of units (each, a “Unit”). On closing, the Corporation issued an aggregate of 18,181,817 Units at a price of $0.44 per Unit for aggregate gross proceeds of approximately $8,000,000. Each Unit consists of one common share of the Corporation (each, a “Common Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder to acquire an additional Common Share at a price of $0.54 for a period of 60 months following the date of issuance.
Euro Pacific Canada Inc. (the “Agent”) acted as agent in connection with the Offering pursuant to the terms and conditions of an agency agreement between the Corporation and the Agent dated February 25, 2015, as amended on March 3, 2015. Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE MKT:LTS), acted as exclusive U.S. placement agent in connection with the Offering.
The Units were qualified for sale by way of a prospectus supplement dated February 25, 2015 to the Corporation’s short form base shelf prospectus dated January 9, 2015, which was filed in the Provinces of British Columbia, Alberta and Ontario. A copy of the prospectus supplement is available under the Corporation’s profile on SEDAR at www.sedar.com.
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.
For its services, the Agent received a cash commission of $626,646.31 and 890,123 broker warrants (each, a “Broker Warrant”). Each Broker Warrant is exercisable into one Unit for a period of 60 months from the closing of the Offering at a price of $0.54 per Unit.
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.
Related Party Transactions
An aggregate of 179,365 Units representing gross proceeds of $78,920.60 were issued to certain insiders of the Corporation. Pursuant to Multilateral Instrument 61‐101 – Protection of Minority Security Holders in Special Transactions (“MI 61‐101”), such insider subscriptions are a “related party transaction.” The Corporation 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 Corporation 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 of Canada and the United States. Additionally, the Corporation is 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 Corporation.
Due to the limited time between the launch and the close of the Offering, there will be less than 21 days between the date the Corporation files its material change report in respect of the Offering and the completion date of the Offering.
Founded in 1994, Theralase (TSXV: TLT) (TLTFF: OTC Pink®) designs, manufactures and markets patented super‐pulsed laser technology used for the elimination of pain, reduction of inflammation and dramatic acceleration of tissue healing. Theralase has sold over 1,200 systems to licensed healthcare practitioners, including medical doctors, chiropractors, physical therapists and athletic therapists. Theralase has been so successful in healing nerve, muscle and joint conditions in clinical practice that Theralase’s scientists and clinicians have now turned their attention to investigating the application of its lasers in the destruction of cancer, using specially designed molecules called Photo Dynamic Compounds, which are able to localize to the cancer cells and when light activated, destroy them.
Theralase was recognized as a TSX Venture 50® company in 2015. TSX Venture 50 is a trademark of TSX Inc. and is used under license.
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 the proposed use of proceeds. Wherever possible, words such as “may”, “would”, “could”, “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 “Risk Factors” section of the short from base shelf prospectus of the Corporation dated January 9, 2015 (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