April 24, 2012 writer

TSO3 COMPLETES A $8.97 MILLION BOUGHT DEAL PRIVATE PLACEMENT –

TSO3 COMPLETES A $8.97 MILLION BOUGHT DEAL PRIVATE PLACEMENT 

Quebec City, April 24, 2012 – TSO3 Inc. (TSX: TOS) (“TSO3” or the “Corporation”) an innovator in sterilization technology for medical devices in healthcare settings, is pleased to announce the closing of a private placement on a firm underwritten basis for the purchase of 6,900,000 units (including the underwriters’ option) at CAD $1.30 per unit (the “Issue Price”), for total gross proceeds of CAD $8,970,000. Each unit is composed of one common share and one-half of one common share purchase warrant of the Corporation and is subject to a hold period of four months and one day starting today. Each full warrant entitles its holder to purchase one additional common share of TSO3 at a price of $2.00 per common share until April 24, 2013.

The warrants are subject to an accelerated expiry if, at any time after August 24, 2012, the published closing trade price of the common shares on the Toronto Stock Exchange is equal or superior to $2.50 for any 10 consecutive trading days, in which event the Corporation may give the holders a written notice that the warrants will expire at 5:00 p.m. (Montreal Time) on the 30th day from the receipt of such notice.

The offering was made through a syndicate of underwriters led by Desjardins Capital Markets and Canaccord Genuity Corporation and including Byron Capital Markets as well as Laurentian Bank Securities.

“We are satisfied with this offering as proceeds will allow us to remain on track with current initiatives, such as the commercial launch of the 3M™ Optreoz™ 125-Z sterilizer as well as the upcoming launch of the new OR product, while strengthening our cash position”,  said R.M. (Ric) Rumble, President and CEO of TSO3. “While there have been delays on the regulatory front, we have now resubmitted documentation to the United States (U.S.) regulatory authorities concerning the STERIZONE® 125L+ Sterilizer (3M™ Optreoz™ 125-Z) and we remain optimistic that this will lead to a positive outcome”,  added Mr. Rumble. “The fact that the underwriters exercised their option in full is a sign of investor confidence and trust in our company, which we greatly appreciate”, concluded Mr. Rumble.

The common shares being offered have not been and will not be registered under the U.S. Securities Act of 1933 and state securities laws. Accordingly, the common shares may not be offered or sold to U.S. persons except pursuant to applicable exemptions from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

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 Corporation’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.

The TSX has neither approved nor disapproved the information contained herein and accepts no responsibility for it.

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