Tetra Bio-Pharma Announces $10 Million "Bought Deal" Public Offering

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TORONTO, May 10, 2021 /CNW/ - Tetra Bio-Pharma Inc. (TSX: TBP) (OTCQB: TBPMF) (FSE:JAM1 ) ("Tetra" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Echelon Wealth Partners Inc. (the "Underwriters") pursuant to which the Underwriters have agreed to purchase 25,000,000 units (the "Units") from the treasury of the Company, at a price of $0.40 per Unit (the "Issue Price") and offer them to the public by way of prospectus supplement for total gross proceeds of $10 million (the "Offering"). Each Unit will consist of one common share of the Company (each a "Common Share") and one common share purchase warrant (each full warrant, a "Warrant" and collectively the "Warrants"). Each whole Warrant shall entitle the holder thereof to acquire one Common Share for an exercise price of $0.51 and for a period of 24 months following the Closing Date.

The Company has granted the Underwriters an option to purchase up to an additional 15% of the Units at the Issue Price. The Over-Allotment Option may be exercised in whole or in part to purchase Units as determined by the Underwriters upon written notice to the Company at any time up to 30 days following the Closing Date (the "Over-Allotment Option").

The Company intends to use the net proceeds of the Offering for clinical trials, working capital and general corporate purposes.

The Offering will be completed (i) by way of a prospectus supplement to the bases shelf prospectus of the Company dated April 1, 2020 to be filed in all of the provinces and territories of Canada, except Quebec, (ii) on a private placement basis in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and (iii) outside Canada and the United States on a basis which does not require the qualification or registration of any of the Company's securities under domestic or foreign securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The Offering is expected to close on or about May 17^th 2021, or such other date as the Company and the Underwriters may agree, and is subject to customary closing conditions, including the approval of the securities regulatory authorities and the Toronto Stock Exchange.

About
Tetra Bio-Pharma (TSX:TBP) (OTCQB:TBPMF) (FRA:JAM1) 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. Our evidence-based scientific approach has enabled us 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 we do, Tetra Bio-Pharma 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.

Neither the TSX Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements
Some statements in this release may contain forward-looking information. 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. 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 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.