Tetra Bio-pharma Inc. Announces Upsizing of Previously Announced Offering

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OTTAWA, ON, Feb. 23, 2021 /CNW/ - Tetra Bio-Pharma Inc. ("Tetra Bio-Pharma" or the "Company") (TSX: TBP) (OTCQB: TBPMF), a biopharmaceutical pioneer in immunomodulator drug discovery and development, is pleased to announce today that is has entered into a revised agreement with Canaccord Genuity Corp. ("Canaccord Genuity") and Leede Jones Gable Inc. ("LJG" and together with Canaccord Genuity, the "Underwriters") pursuant to which the Underwriters have agreed to purchase, on a bought-deal basis, an aggregate of 57,000,000 units of the Company (the "Equity Units") at a price of $0.22 per Equity Unit (the "Issue Price") for aggregate gross proceeds to the Company of $12,540,000 (the "Offering").

Each Equity Unit will consist of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.28 (the "Exercise Price") at any time up to 36 months following Closing (as defined below).

The Company has granted the Underwriters an option (the "Over-Allotment Option"), exercisable in part or in whole at the Underwriters' sole discretion, at any time beginning on the closing of the Offering until 30 days following the closing of the Offering, to purchase up to that number of additional Equity Units, Common Shares or Warrants, or any combination thereof, as is equal to 15% of the aggregate number of Equity Units sold in the Offering to cover over-allotments, if any. If the Over-Allotment Option is exercised in full, the gross proceeds to the Company from the Offering will be approximately $14,421,000.

The Equity Units will be offered (i) in each of the provinces of Canada (other than Québec) pursuant to the Company's base shelf prospectus dated April 1, 2020 (the "Base Prospectus"), (ii) in the United States (as such terms are defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")) on a private placement basis pursuant to available exemptions from registration requirements of the U.S. Securities Act and applicable U.S. state securities laws, and (iii) in other offshore jurisdictions pursuant to available prospectus or registration exemptions in accordance with applicable laws. The terms of the Offering will be described in a prospectus supplement to the Base Prospectus to be filed with the securities commission in each of the provinces of Canada (the "Supplement").

The Company intends to use the net proceeds from the Offering for the Company's drug development program, potential acquisitions and growth opportunities, as well as working capital and general corporate purposes.

The Underwriters shall be paid (i) a commission (the "Cash Commission") equal to 7.0% of the aggregate gross proceeds of the Offering payable in cash and (ii) warrants (the "Underwriters' Warrants") exercisable at any time up to 36 months following the closing of the Offering to acquire the number of Common Shares equal to 7.0% of the aggregate number of Units issued pursuant to the Offering, at an exercise price equal to the Issue Price.

The closing of the Offering is expected to occur on or about March 2, 2021 and is subject to the Company receiving all necessary regulatory approvals, including the approval of the Toronto Stock Exchange.

Copies of the Supplement, following filing thereof, and accompanying Base Prospectus may be obtained on SEDAR at www.sedar.com and from Canaccord Genuity Corp. at [e-mail]. The Base Prospectus contains, and the Supplement will contain, important detailed information about the Company and the proposed Offering. Prospective investors should read the Supplement and accompanying Base Prospectus and the other documents the Company has filed before making an investment decision.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This press release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, nor in any other jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

ABOUT TETRA BIO-PHARMA:

Tetra Bio-Pharma (TSX: TBP) (OTCQB: TBPMF), is a biopharmaceutical pioneer in immunomodulator drug discovery and development with a FDA and a Health Canada approved 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.

Forward-looking statements

Some statements in this release may contain forward-looking information, including the use of proceeds of the Offering and receipt of final approval of 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. 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.

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