LIFE Financing and Concurrent Private Placement to Include Common Shares Only and no Warrants
Toronto, Ontario--(Newsfile Corp. - September 27, 2024) - Therma Bright Inc. (TSXV: THRM) (OTCQB: TBRIF) ("Therma Bright" or the "Company"), a developer and investment partner in a wide range of leading-edge, proprietary diagnostic and medical device technologies, is pleased to announce that it will be conducting a non-brokered listed issuer financing exemption (LIFE) private placement of up to CAD$3,000,000 through the issuance of up to 50,000,000 common shares of the Company at a price of CAD$0.06 per share (the "LIFEFinancing").
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the LIFE Financing is being made to purchasers resident in each of the Provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "LIFEExemption"). The shares issued under the LIFE Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document (the "Offering Document") related to the LIFE Financing that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at: www.thermabright.com. Prospective investors should read this Offering Document before making an investment decision.
The LIFE Financing is expected to close in one or more closings and Therma Bright expects to close the first tranche on or about October 18, 2024, or such earlier or later date as the Company may determine. Closing of the LIFE Financing is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the conditional approval from the TSX Venture Exchange (the "TSXV").
In addition to the LIFE Financing, the Company announces a concurrent non-brokered private placement of up to CAD$3,000,000 through the issuance of up to 50,000,000 common shares of the Company at a price of CAD$0.06 per share (the "Concurrent Private Placement") to purchasers pursuant to other applicable exemptions under NI 45-106. All securities issued in connection with the Concurrent Private Placement will be subject to a statutory hold period of four months and one day following the date of issuance in accordance with applicable Canadian securities laws.
The closing of the Concurrent Private Placement may take place in one or more tranches as determined by the Company and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the conditional approval from the TSXV.
The Company may pay finders' fees to eligible finders in connection with the LIFE Financing and the Concurrent Private Placement, subject to compliance with applicable securities laws and the policies of the TSXV.
The net proceeds from the LIFE Financing and the Concurrent Private Placement will be utilized to enhance the Company's working capital, including funding for sales, marketing, and general operations.
It is anticipated that insiders of the Company will participate in the LIFE Financing and/or the Concurrent Private Placement. The participation of any insiders may be considered a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such insider participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on any of the exchanges or markets outlined in subsection 5.5(b) of MI 61-101, and the fair market value of the securities to be distributed to the insiders will not exceed 25% of the Company's market capitalization.
Rob Fia, CEO of Therma Bright stated: "These funds will help us further implement our strategic plan in driving Venowave sales and Digital Cough Analyzer's U.S. Food and Drug Administration (FDA) 513(g) as a remote therapeutic monitoring (RTM) solution, Investor Relations services as well as our investment in Inretio, Instatin and Invixa."
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
About Therma Bright Inc.
Therma Bright is a developer and partner in a wide range of leading edge, proprietary diagnostic and medical device technologies focused on providing consumers and medical professionals with quality, innovative solutions that address some of today's most important medical and healthcare challenges. Therma Bright Inc. trades on the (TSXV: THRM) (OTCQB: TBRIF) (FSE: JNX). Visit: www.thermabright.com.
FORWARD-LOOKING STATEMENTS
Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events such as completion of the LIFE Financing and the Concurrent Private Placement and the proposed use of proceeds, and related information 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. 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 such results will be achieved. Actual results could differ materially from those anticipated due to several 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 because 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.
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