Tetra Bio-Pharma Inc. secures $6,000,000 in funding from Alpha Blue Ocean

OTTAWA (ON), August 11, 2022 /PRNewswire/ – Tetra Bio-Pharma Inc. (“Tetra“or the”Company“) (TSX: TBP) (OTCQB: TBPMF) (FRA: JAM1), a leader in the discovery and development of cannabinoid-based drugs, today announced that it has entered into a subscription agreement (the “Subscription contract“) with Global Corporate Finance Opportunities 16 (the “Investor“), an investment vehicle advised by Alpha Blue Ocean Inc. (“ABO“), whereby Tetra agreed to issue to the investor (i) senior unsecured convertible debentures (“Debentures“) in the total principal amount of up to $6,000,000and (ii) warrants (“Mandates“) to purchase common stock (“Ordinary actions“) in the capital of the Company (collectively, the “Offer“).

Founded in 2017, ABO is a pioneer in alternative financing, offering innovative financing solutions to companies around the world. In less than 5 years, ABO, founded by Pierre Vannineuse, has executed more than 1.5 billion euros in financial commitments and more than 90 transactions, with a particular focus on the life sciences sector.

“The Company is pleased to announce our financing agreement with alpha blue ocean,” said Guy Chamberland, CEO of Tetra. “This agreement gives us capital to fund our operations and continue the development of our drug candidates.”

“We are delighted to partner with Tetra, a leader in cannabinoid drug discovery and development,” said Amine Nedjai, CEO of ABO. “This financing agreement, ABO’s first on the Toronto Stock Exchange, will provide funding to the Tetra team to accelerate its drug development pipeline.”

Subscription Agreement Terms:

The Investor has agreed to subscribe up to $6,000,000 aggregate principal amount of the Debentures and the accompanying warrants. The debentures will be convertible into common shares and the warrants will be exercisable in exchange for common shares, at prices to be determined at each closing of the 15 separate tranches (each, a “Slice“) under which the Debentures and accompanying warrants may be issued.

At the closing of each tranche, the Company will issue debentures in the principal amount of $400,000.

The subscription price for each Debenture is 100% of its face value and the Debentures will not bear interest. Each Debenture matures 12 months after the applicable issue date (the “Due date“).

The Debentures will be automatically converted into a number of common shares equal to the aggregate principal amount of the Debentures to be converted divided by the applicable conversion price immediately following the earliest of the following events: (i) five business days after delivery by the holder debentures a notice of conversion, or (ii) the maturity date.

In the event of default under the Debentures, the holder is entitled to accelerate the maturity date and immediately convert all or any part of his Debentures into Common Shares or require the Company to immediately redeem in cash all or part of its debentures. The Debentures may also, at Tetra’s option, be redeemed for cash prior to the maturity date subject to a 5% premium.

Each tranche will consist of three-year warrants to acquire common shares of the Company at an exercise price equal to 130% of the volume-weighted average trading price of the common shares on the Toronto Stock Exchange (the “Swap“) observed over the 5 trading days immediately preceding the issue date of the BSAs.

The closing of the first Tranche for $400,000 principal amount of the debentures (the “First closing“) is expected to close shortly and the closing of additional tranches, if completed, will occur during the 36-month commitment period. Details of the debenture conversion price, number of warrants and price exercise of warrants issued pursuant to the first closing will be disclosed in a subsequent press release.

The Company will pay an ABO commitment and service fee in the amount of $40,000 each as part of the closing of each Tranche, representing $600,000 fee in the aggregate assuming the completion of all 15 Tranches, or 10% of the aggregate principal amount of the Debentures, and will reimburse ABO for its expenses in connection with the Offering.

The Company intends to use the net proceeds of the Offering to finance the manufacturing costs of its drug candidate QIXLEEF, to repay debt and for working capital. The distribution and listing of the Common Shares issuable upon conversion of the Debentures and exercise of the Warrants have been conditionally approved by the Exchange. The Offer remains subject to receipt of final approval from the Stock Exchange.

The securities described herein have not been and will not be registered under United States securities law or any state securities law and, accordingly, may not be offered or sold in United States or to, or for the account or benefit of U.S. Persons (as defined in Regulation S of the U.S. Securities Act), except in compliance with the registration requirements of the U.S. Securities Act and applicable securities requirements of States or under exemptions therefrom. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in United Statesnor will there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Toronto Stock Exchange has not approved the contents of this press release. Neither the Toronto Stock Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Toronto Stock Exchange) accepts responsibility for the adequacy or accuracy of this release.

About:

Tetra Bio-Pharma (TSX: TBP) (OTCQB: TBPMF) (FRA: JAM1) is a leader in the discovery and development of cannabinoid-derived drugs with an FDA and Health Canada approved clinical program aimed at delivering new prescription drugs and treatments to patients and their healthcare providers. Tetra’s evidence-based scientific approach has allowed them to develop a pipeline of cannabinoid drug products for a range of medical conditions, including pain, inflammation and oncology. With patients at the heart of what they do, Tetra is focused on providing the rigorous scientific validation and safety data required for inclusion in the existing biopharmaceutical industry by regulators, physicians and insurance companies. .

For more information visit: www.tetrabiopharma.com

Forward-looking statements

Certain statements contained in this news release may contain forward-looking information, including statements regarding the use of the proceeds of the Offering and the listing of the Common Shares on the Toronto Stock Exchange. All statements, other than of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without (limited to, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by the use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “have the ‘intent’, ‘plan’ or ‘project’ or the negative of these words or other variations of these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s ability to control or predict, which may cause the Company’s actual results to differ materially from those discussed in the forward-looking statements.The forward-looking statements contained in this press release include, among others, statements regarding: the terms of the Offering and the Debentures and Warrants issuable thereunder, including applicable maturity dates; the use of the proceeds of the Offering; the issuances f utures of debentures and warrants; the timing of any future tranche, if any, and the satisfaction of closing conditions relating thereto; and statements regarding management’s expectations of the Company’s future performance. Factors that could cause actual results or events to differ materially from current expectations include, among others, the Company’s inability to obtain sufficient financing to execute the Company’s business plan, competition, regulatory and anticipated and unanticipated costs and delays, the success of the Company’s research and development strategies, including the success of this or any other product, the applicability of discoveries made therein, the successful and timely completion and uncertainties related to the regulatory process, the timing of clinical trials, the timing and results of regulatory or intellectual property decisions, the risk that the conditions precedent to future Tranches will not be met, the risk that the conditions for the issuance of Debentures under the Subscription Agreement are not satisfied, the risk that the expected profits from the receipt of the fo nds of the Investor will not be realized as contemplated, or at all, and other risks disclosed in the Company’s public disclosure filing with the relevant securities regulatory authorities. Although the Company has attempted to identify important factors that could cause actual results or events to differ materially from those described in the forward-looking statements, there may be other factors that cause actual results or events are not those anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this press release are made as of the date of this press release, and the Company undertakes no obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise, unless the applicable securities so require. legislation.

SOURCETetra Bio-Pharma Inc.

Michael J. Birnbaum