Tetra Bio-Pharma Inc. Announces Proposed Offering of Units

/NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

OTTAWA, June 19, 2019 /CNW Telbec/ - Tetra Bio-Pharma Inc. ("Tetra" or the "Company"), a biopharmaceutical multifaceted corporation with its primary focus in cannabinoid‑based drug discovery and development (TSXV: TBP) (OTCQB: TBPMF), is pleased to announce that it has filed and received a receipt for a preliminary short form prospectus (the "Preliminary Prospectus") in connection with a proposed offering of units ("Units") for minimum gross proceeds of C$3,500,000 and maximum gross proceeds of C$7,000,000 (the "Offering").

Echelon Wealth Partners Inc. (the "Lead Agent") and Paradigm Capital Inc. (collectively with the Lead Agent, the "Agents") will conduct the Offering on a commercially reasonable best efforts basis as the Company's agents for the Offering in each of the provinces of Canada, except Québec. The Units may also be offered for sale in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable state laws.

Each Unit will consist of one Class A common share (a "Common Share") in the capital of the Company and one Common Share purchase warrant (a "Warrant") of the Company. Each Warrant will entitle the holder thereof to acquire one Common Share by paying an exercise price for a period of 36 months from the date of closing of the Offering. The number of Units to be distributed, the price per Unit and the exercise price of the Warrants will be determined by negotiation between the Company and the Lead Agent prior to the filing of the final short form prospectus relating to the Offering.

If the minimum Offering size is completed, the Company intends to use the net proceeds of the Offering to (i) continue the development of its clinical program, including Phase 3 clinical trial expenses, manufacturing and other expenses related to PPP011, (ii) development of products of Panag Pharma Inc., the Company's wholly owned subsidiary, in connection with its acquisition thereof, and (iii) for working capital and general corporate purposes. If the maximum Offering size is completed, the Company intends to use the net proceeds for, additionally, (i) optimizing the manufacturing process related to PPP002, (ii) toxicology relating to PPP003, (iii) API manufacturing (HU-308) related to PPP003 and (iv) commercializing the hemp energy drink product of its wholly-owned subsidiary, Tetra Natural Health Inc.

In consideration for the services to be rendered by the Agents in connection with the Offering, the Agents shall be entitled to a cash commission equal to 7% of the gross proceeds of the Offering, which shall be payable on the Closing Date. The Agents shall also be granted broker warrants ("Broker Warrants") to acquire that number of Common Shares as is equal to 7% of the number of Units sold in the Offering. Each Broker Warrant will entitle the holder thereof to acquire one Common Share on payment of an exercise price for a period of 24 months from the issuance date thereof.

Closing of the Offering is expected to occur in July 2019. The Offering is subject to a number of conditions, including, without limitation, the entering into of a definitive agency agreement and receipt of all regulatory approvals, including the approval of the TSX Venture Exchange. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.

A copy of the Preliminary Prospectus, which was filed in each of the provinces of Canada, except Québec, contains important information relating to the Offering and the Units, and is available on SEDAR at www.sedar.com or by contacting the Lead Agent at [email protected]. The Preliminary Prospectus is still subject to completion or amendment. There will not be any sale or any acceptance of an offer to buy the Units until a receipt for the final short form prospectus has been issued.

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 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 shall not constitute an offer to sell or the solicitation of an offer to buy any of the Company's securities to, or for the account or benefit of, persons in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Tetra Bio-Pharma:

Tetra Bio-Pharma (TSX-V: TBP) (OTCQB: TBPMF) is a biopharmaceutical multifaceted corporation with its primary focus in cannabinoid-based drug discovery and development with a clinical trial program aimed at bringing novel drugs and treatments to patients and their healthcare providers. Tetra Bio-Pharma's subsidiary, Tetra Natural Health, also focuses on the development and commercialization of natural health and self-care products as well as the sale of its hemp energy drinks.

For more information visit: www.tetrabiopharma.com and www.tetranaturalhealth.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-looking statements

Some statements in this news release may contain forward-looking information. 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 relating to the Offering generally, the terms thereof and the use of proceeds of the Offering) 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 risk that the Offering may not be completed on favorable terms or at all, the risk that the Company may not be able to obtain all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange, the risk that the Company may apply the proceeds of the Offering differently than as stated herein depending on future circumstances and other risks disclosed in the Company's public disclosure record on file with the relevant securities regulatory authorities. Reference is also made to the risks and uncertainties disclosed under the heading "Risk Factors" of the annual information form of the Company dated June 18, 2019 and of the Preliminary Prospectus, both available under the Company's profile on www.sedar.com. 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

Tetra Bio-Pharma Inc., Guy Chamberland, Ph.D., Chief Executive Officer and Chief Scientific Officer, 514-220-9225; Investor Contact: Pierre Boucher, CPA, CMA, Partner, Executive Vice-President, 514-731-000 ext. 237, [email protected]; Media Contact: energi PR, Carol Levine, APR, FCPRS, 514-288-8500 ext. 226, [email protected]