Toronto, Ontario--(Newsfile Corp. - June 19, 2024) - Therma Bright Inc. (TSXV: THRM) (OTCQB: TBRIF) ("Therma" or the "Company"), a developer and investment partner in a wide range of leading-edge, proprietary diagnostic and medical device technologies, announces that further to its press release of May 22, 2024, it has now issued an aggregate of 19,250,000 common shares at a deemed price of $0.01 per share to settle aggregate debt of $192,500.
All shares issued in relation to these debt settlements are subject to a hold period expiring October 20, 2024, in accordance with applicable securities laws and the policies of the TSX Venture Exchange.
Rob Fia, the CEO, President and a director of Therma participated in the debt settlement transactions and received 8,500,000 shares in consideration for settlement of $85,000 debt. Mr. Fia's participation constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 on the basis that Mr. Fia's participation in the debt settlement transactions does not exceed 25% of the fair market value of the Company's market capitalization.
Prior to the issuance of the debt settlement shares, Mr. Fia owned or controlled 28,718,744 shares of the Company representing approximately 7.2% of the outstanding Therma shares. Upon acquisition of the 8,500,000 debt settlement shares, Mr. Fia now owns or controls 37,218,744 shares of the Company, representing approximately 8.8% of the outstanding Therma shares, on a non-diluted basis. On a partially diluted basis (assuming the exercise of all 12,850,000 stock options and 8,750,000 warrants held by Mr. Fia), Mr. Fia would have ownership and control over approximately 13.3% of the then issued Therma shares.
The debt settlement shares acquired by Mr. Fia are held for investment purposes only. Mr. Fia may acquire additional securities of the Company or dispose of Therma shares (through market or private transaction) from time to time.
A copy of the related early warning report may be obtained under Therma's profile on the SEDAR+ website (www.sedarplus.ca) or from Therma at 345 Danforth Avenue, Toronto, Ontario M4K 1N7.
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.
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 the commercialization of DCA 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.
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