Early Warning Report Issued Pursuant to National Instrument 62-103 - Acquisition of Securities of Theratechnologies Inc.

/NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA/

TORONTO, May 19, 2023 /CNW/ - This press release is being disseminated as required by National Instrument 62–103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issuers in connection with the filing of an early warning report (the "Early Warning Report") regarding the acquisition of securities of Theratechnologies Inc. (TSX: TH) (NASDAQ: THTX) (the "Issuer"), with its head office located at 2015, rue Peel, 11e étage, Montréal, PQ H3A 1T8, by Soleus Capital Master Fund, L.P. ("Soleus Master Fund"), with its head office located at 104 Field Point Road, 2nd Floor, Greenwich, CT 06830.

On November 11, 2022, Soleus Master Fund purchased 7,000 Common Shares of the Issuer ("Common Shares") over the NASDAQ at a price of US$1.92 per share, for aggregate proceeds of US$13,440 (the "Transaction").

Prior to the Transaction, Soleus Master Fund owned 8,118,909 Common Shares and warrants ("Warrants") to acquire up to 1,550,000 Common Shares at an exercise price of US$3.14 per share expiring on January 19, 2024. Following the Transaction, Soleus Master Fund owned 8,125,909 Common Shares and 1,550,000 Warrants representing approximately 8.54% of the issued and outstanding Common Shares on a non-diluted basis and approximately 10.01% of the issued and outstanding Common Shares on a partially diluted basis assuming the exercise in full of the Warrants, based upon 95,141,639 Common Shares being issued and outstanding as close of business on August 31, 2022 as reflected in the financial statements of the Issuer for the nine month period ended August 31, 2022.

The Common Shares were acquired for investment purposes. Soleus Master Fund has a long-term view of the investment and may acquire additional securities either on the open market or through private acquisitions or sell the securities either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

A copy of the Early Warning Report with additional information in respect of the foregoing matters may be found on www.SEDAR.com and may be obtained from Steven Musumeci, Chief Operating Officer of Soleus Capital Management, L.P. (475.208.3178).

SOURCE Theratechnologies Inc.

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