Tetra Bio-Pharma Inc. Announces Second Closing of Financing with Alpha Blue Ocean

Tetra Bio-Pharma Inc., a leader in cannabinoid-based drug discovery and development, announced today that the Company has closed the second tranche 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“), pursuant to the terms of an amended and restated subscription agreement dated September 2, 2022 (the “Amended and Restated Subscription Agreement“).

As part of the closing of the second tranche of the Financing, the Company issued to the Investor $400,000 principal amount of debentures (“Debentures“) and warrants to acquire 2,849,003 common shares at a price of $0.0351 per share (the “Warrants“). The Debentures issued as part of the second tranche do not bear interest and will mature on October 26, 2023. The Warrants issued as part of the second tranche have an expiry date of October 26, 2025.

Under the Amendment and Restated Subscription Agreement, the Debentures issued upon the first tranche and second tranche of the Financing are convertible into common shares of the Company (“Common Shares“) at a conversion price equal to eighty-five percent (85%) of the volume-weighted average price of the Common Shares on the Toronto Stock Exchange , rounded to two decimal places, for the five (5) trading days immediately preceding the conversion of the applicable Debentures into Common Shares, having regard for any adjustments made in accordance with the terms of the Debentures.

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 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.