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Therma Bright Proposes to Amend Certain Warrants and Negotiates Debt Settlements

MWN-AI** Summary

Therma Bright Inc. (TSXV: THRM) announced plans to amend the exercise price of 42,725,000 outstanding common share purchase warrants, subject to TSX Venture Exchange (TSXV) approval. Originally, these warrants were issued during a private placement that closed on June 10, 2024, with an exercise price set at $0.05 per share until June 10, 2025, and $0.10 thereafter, expiring on June 10, 2027. The proposed amendment would maintain the $0.05 price until December 31, 2025, after which it would revert to $0.10. Notably, 8,750,000 of these warrants are held by insiders, but only 4,272,500 of those will be eligible for the re-pricing in compliance with TSXV policies regarding insider holdings.

Additionally, the company has structured debt settlements with arm's length creditors, opting to settle $124,000 of debt through the issuance of 6,200,000 common shares at a deemed price of $0.02 per share, also pending TSXV acceptance.

These initiatives reflect Therma Bright's ongoing commitment to financial restructuring and capital management, as they seek to enhance liquidity and reduce outstanding debt. The company specializes in the development and partnership of advanced medical diagnostic and device technologies addressing healthcare challenges.

Investors should note that the announcement includes forward-looking statements related to future developments and growth potential, which carry inherent risks and uncertainties. Actual outcomes may differ from those anticipated due to various factors. The company will issue further updates once it receives approval for the warrant amendments.

For further information, visit Therma Bright's website or contact Rob Fia, CEO.

MWN-AI** Analysis

Therma Bright Inc. (TSXV: THRM) is taking strategic steps to manage its capital structure and reduce liabilities through proposed amendments to outstanding warrants and recent debt settlements. The company plans to reprice 42,725,000 warrants originally set at $0.05 per share, extending the exercise price of these warrants to $0.05 until December 31, 2025, which could incentivize shareholders to exercise their options and infuse cash into the company at a time of need.

The amendment, however, comes with important caveats. A portion of these warrants is held by insiders, and as a related party transaction, it stands under the scrutiny of Multilateral Instrument 61-101. While the company is exempt from formal valuation and minority shareholder approval, it’s vital for investors to consider the implications of insider participation in these amendments, especially as insider holdings may influence market perception.

In parallel to the warrant amendments, Therma Bright has negotiated to settle $124,000 in debts by issuing 6,200,000 shares at a deemed price of $0.02 each. This action highlights the company's need for liquidity while potentially diluting existing shareholders. The trading environment and the share price will be critical factors to watch as these measures unfold, making it essential for investors to assess market sentiment towards Therma Bright and any potential dilution ramifications.

From a market standpoint, this proactive approach could stabilize the balance sheet and demonstrate management's intent to align insider interests with long-term shareholder value. However, investors should remain vigilant regarding execution risks and the company’s ability to deliver on its growth plans in the competitive diagnostic and medical device landscape. As always, comprehensive research and a cautious approach are advised when navigating such developments.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: Newsfile

Toronto, Ontario--(Newsfile Corp. - June 5, 2025) - Therma Bright Inc. (TSXV: THRM) (OTCQB: TBRIF) (FSE: JNX) ("Therma Bright" or the "Company") a developer and investment partner specializing in advanced diagnostic and medical device technologies, announces that subject to the approval of the TSX Venture Exchange (the "TSXV"), the Company intends to amend the exercise price of an aggregate of 42,725,000 outstanding common share purchase warrants of the Company (the "Warrants") that were issued as part of the Company's private placement ("Private Placement") that closed on June 10, 2024. The Warrants had an original exercise price of $0.05 per share until June 10, 2025, and $0.10 per share thereafter until they expire on June 10, 2027. Following receipt of TSXV acceptance, the Company intends to amend the exercise price to $0.05 per share until December 31, 2025, and $0.10 per share thereafter. All other terms of the Warrants remain the same, including the expiry date of June 10, 2027.

8,750,000 Warrants are held by insiders of the Company. Pursuant to TSXV policies, no more than 10% of the total number of Warrants to be re-priced may be held by insiders. Accordingly, only 4,272,500 Warrants held by insiders will be subject to the foregoing re-pricing amendment and the remainder will retain their original exercise price terms.

The application of the Warrant amendments to insiders constitutes a "related party transaction" within Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the insiders' Warrant amendment participation in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the insiders, exceeds 25% of the Company's market capitalization (as determined under MI 61-101).

The Company intends to issue an updating news release upon receipt, if any, of Warrant amendment approval.

Therma Bright also announces that it has negotiated debt settlements with arm's length creditors pursuant to which it proposes to settle aggregate debt of $124,000 in consideration for which it will issue an aggregate of 6,200,000 common shares at a deemed price of $0.02 per share, subject to acceptance by the TSXV.

About Therma Bright Inc.

Therma Bright develops and partners on cutting-edge diagnostic and medical device technologies that address key healthcare challenges. Therma Bright Inc. trades on the (TSXV: THRM) (OTCQB: TBRIF) (FSE: JNX). Visit: www.thermabright.com.

Therma Bright Inc.
Rob Fia, CEO
rfia@thermabright.com

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FORWARD-LOOKING STATEMENTS

Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events such as current and future development of Therma's products and related technology 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/254584

FAQ**

How does the amendment of the exercise price for the common share purchase warrants by Therma Bright Inc TBRIF impact investor sentiment and share price performance in Toronto's medical device sector?

The amendment of the exercise price for common share purchase warrants by Therma Bright Inc (TBRIF) could positively influence investor sentiment and share price performance in Toronto's medical device sector by enhancing perceived value and providing greater investment accessibility.

What are the potential risks and benefits associated with the debt settlement strategy employed by Therma Bright Inc TBRIF, particularly in the context of the company's long-term financial health?

The debt settlement strategy employed by Therma Bright Inc. (TBRIF) may reduce immediate financial burdens and improve cash flow, but it risks damaging the company's creditworthiness and could hinder long-term growth if not managed effectively.

Can you explain the implications of the related party transaction associated with the warrant amendments within Therma Bright Inc TBRIF, especially concerning shareholder trust and governance?

The related party transaction regarding the warrant amendments in Therma Bright Inc. (TBRIF) may undermine shareholder trust and raise governance concerns, as it could create perceptions of favoritism or misalignment of interests that could negatively impact transparency and accountability.

What is the significance of the TSX Venture Exchange’s involvement in the approval process for Therma Bright Inc TBRIF's warrant amendments and debt settlements, and how does it affect regulatory compliance in Toronto?

The TSX Venture Exchange's involvement in Therma Bright Inc.’s warrant amendments and debt settlements ensures regulatory compliance by overseeing corporate governance, promoting transparency, and maintaining investor confidence within the Toronto market ecosystem.

**MWN-AI FAQ is based on asking OpenAI questions about Therma Bright Inc. (TSXVC: THRM:CC).

Therma Bright Inc.

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