THERALASE ANNOUNCES COMPLETION OF PUBLIC OFFERING OF UNITS
Theralase Technologies Inc. has closed its previously announced public offering of units. On closing, the corporation issued an aggregate of 18,181,817 units at a price of 44 cents per unit for aggregate gross proceeds of approximately $8-million. Each unit consists of one common share of the corporation and one common share purchase warrant. Each warrant entitles the holder to acquire an additional common share at a price of 54 cents for a period of 60 months following the date of issuance.
Euro Pacific Canada Inc. 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 Feb. 25, 2015, as amended on March 3, 2015. Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc., 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 Feb. 25, 2015, to the corporation's short-form base-shelf prospectus dated Jan. 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.
The net proceeds of the offering will be used to finance research and development activities by Theralase's photodynamic 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 broker warrant is exercisable into one unit for a period of 60 months from the closing of the offering at a price of 54 cents per unit.
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, 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 per cent 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.
We seek Safe Harbor.
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