February 13, 2013 writer

TSO3 announces cdn $ 7,000,000 offering on a bought deal basis

Québec City, February 13, 2013 – TSO3 Inc. (the “Company”), an innovator in sterilization technology for medical devices in healthcare settings, is pleased to announce today that it has entered into a bought deal agreement with a syndicate of underwriters led by Desjardins Capital Markets (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase 7,000,000 common shares (the “Common Shares”) in the capital of TSO3 at the price of CDN $1.00 per Common Share (the “Issue Price”) for aggregate gross proceeds to TSO3 of CDN $7,000,000 (the “Offering”). Under the terms of the agreement, the Company will request an advance income tax ruling from Agence du revenu du Québec confirming that the Common Shares constitute qualifying shares for the Québec Stock Savings Plan II, in accordance with applicable legislation. The Offering is expected to close on or about March 4, 2013 and is subject to customary conditions and regulatory approvals.

The Company has also agreed to grant the Underwriters an over-allotment option (the “Over-Allotment Option”), exercisable for a period of 30 days following the Closing of the Offering, to purchase up to an additional 1,050,000 Common Shares, representing 15% of the Offering, at the Issue Price. If the Over-Allotment Option is exercised in full, the aggregate gross proceeds to TSO3 will be CDN $8,050,000.

As the Company actively pursues US regulatory clearance for the STERIZONE® 125L+ Sterilizer, net proceeds from the Offering will be used to strengthen the Company’s financial position in negotiating a channel partner agreement. The proceeds will also allow for continued new product development.

This news release is not an offer of securities for sale in the United States and is not an offer to sell or solicitation of an offer to buy any securities of the Company, nor shall it form the basis of, or be relied upon in connection with any contract for purchase or subscription. Securities may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933 (the “Securities Act”) or an exemption from registration thereunder. These securities have not been and will not be registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws or pursuant to an applicable exemption therefrom.

About TSO3

TSO3, founded in Québec City in 1998, specializes in the research and development of innovative, high-performance medical instrument sterilization technology with high commercial potential.  TSO3 designs products for sterile processing areas in the hospital environment and offers an advantageous replacement solutions to other low temperature sterilization processes currently used in hospitals.

For more information about TSO3, visit the Company’s Web site at www.tso3.com

The statements in this release and oral statements made by representatives of TSO3 relating to matters that are not historical facts (including, without limitation, those regarding the timing or outcome of any financing undertaken by TSO3) are forward-looking statements that involve certain risks, uncertainties and hypotheses, including, but not limited to, general business and economic conditions, the condition of the financial markets, the ability of TSO3 to obtain financing on favourable terms and other risks and uncertainties.


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