Tetra Bio-Pharma Inc. Announces Revised Terms and First Closing of Financing with Alpha Blue Ocean

OTTAWA, ON, Sept. 8, 2022 /PRNewswire/ - Tetra Bio-Pharma Inc. ("Tetra" or the "Company") TBP TBPMF JAM, a leader in cannabinoid-based drug discovery and development, announced today that the Company has revised the terms of its previously announced financing arrangement (the "Financing") with Global Corporate Finance Opportunities 16 (the "Investor"), an investment vehicle advised by Alpha Blue Ocean ("ABO"), and has closed the first tranche of the Financing on such revised terms, the whole pursuant to the terms of an amended and restated subscription agreement dated September 2, 2022 (the "Amended and Restated Subscription Agreement").

Pursuant to the terms of the Amended and Restated Subscription Agreement, the Investor has now agreed to purchase up to $10,000,000 aggregate principal amount of convertible debentures ("Debentures") instead of up to $6,000,000 principal amount of Debentures as initially agreed upon. In addition, the Company has agreed to a revised fee structure, whereby the Company has paid to the Investor a commitment fee equal to 8% of the total commitment of the Investor, paid as to 3% through the issuance of $300,000 principal amount of Debentures (the "Commitment Debentures") and as to 5% through the issuance of 7,776,050 common shares having an aggregate value of $500,000 (the "Commitment Shares"). The terms of the Financing announced on August 11, 2022 otherwise remain unchanged in all material respects.

As part of the closing of the first tranche of the Financing, the Company issued to the Investor (i) $400,000 principal amount of Debentures, (ii) the Commitment Debentures, (iii) the Commitment Shares, and (iv) warrants to acquire 1,196,172 common shares at a price of $0.0836 per share (the "Warrants"). The Debentures issued as part of the first tranche do not bear interest and will mature on September 7, 2023. The Warrants issued as part of the first tranche have an expiry date of September 7, 2025.

The Company intends to use the net proceeds of the Financing to finance the manufacturing costs of its QIXLEEF drug candidate, to repay indebtedness and for working capital.

The listing of the Commitment Shares and the Common Shares underlying the Debentures and the Warrants has been conditionally approved by the Toronto Stock Exchange. Listing remains subject to the receipt of final approval of the Toronto Stock Exchange.

Each closing of a tranche of the Financing is subject to a number of conditions precedent. There is no guarantee that the Company will be able to meet all of the conditions precedent for a particular tranche. Therefore, the actual proceeds that the Company will receive under the terms of the Amended and Restated Subscription Agreement cannot be readily determined at this time.

The securities described herein have not been, and will not be, registered under the U.S. Securities Act or any state securities laws, and accordingly, may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the U.S. Securities Act) except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release will not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these 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.

Tetra Bio-Pharma TBP TBPMF JAM is a leader in cannabinoid-derived drug discovery and development with a FDA and a Health Canada cleared clinical program aimed at bringing novel prescription drugs and treatments to patients and their healthcare providers. Tetra's evidence-based scientific approach has enabled them to develop a pipeline of cannabinoid-based drug products for a range of medical conditions, including pain, inflammation, and oncology. With patients at the core of what they do, Tetra is focused on providing rigorous scientific validation and safety data required for inclusion into the existing biopharma industry by regulators, physicians, and insurance companies.

For more information visit: www.tetrabiopharma.com.

Some statements in this release may contain forward-looking information, including statements regarding the use of proceeds of the Financing 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 limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words "may", "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "plan" or "project" or the negative of these words or other variations on 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, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements. Forward-looking statements in this news release include, among other things, statements about: the terms of the Financing and the Debentures and the Warrants issuable in connection therewith, including applicable maturity dates; and the use of proceeds from the Financing. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Company to obtain sufficient financing to execute the Company's business plan, competition, regulation and anticipated and unanticipated costs and delays, the success of the Company's research and development strategies, including the success of this product or any other product, the applicability of the discoveries made therein, the successful and timely completion and uncertainties related to the regulatory process, the timing of clinical trials, the timing and outcomes of regulatory or intellectual property decisions, the risk that the anticipated benefits from the receipt of funds from the Investor will not be realized as contemplated, or at all, and other risks disclosed in the Company's public disclosure record on file 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 forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.

SOURCE Tetra Bio-Pharma Inc.