Toronto, Ontario--(Newsfile Corp. - November 18, 2024) - Therma Bright Inc. (TSXV: THRM) (OTCQB: TBRIF), a leading developer and investment partner in advanced diagnostic and medical device technologies, has completed its announced strategic review, and has set the course to spin-off the Company's Consumer Product Portfolio into its own separate publicly traded company. This move is aimed at strengthening Therma Bright's strategic and operational focus, capitalizing on growth opportunities, and unlocking shareholder value.

Both companies are expected to maintain a strong strategic relationship, preserving a key value proposition for shareholders. It is anticipated that the spin-off will be completed during the first half of 2025.

The spin-off transaction will require shareholder approval. In order to preserve cash and avoid the double costs of holding two shareholder meetings within months of each other, Therma Bright has obtained the necessary regulatory approvals to defer this year's AGM for up to six months, such that it must be held no later than June 30, 2025. Consequently, the Company has cancelled the AGM which it had originally scheduled for December 31, 2024. Therma Bright will provide shareholders with updates on the status of this transaction in the coming months as material information becomes available.

Spin-Off Overview:

Therma Bright's board and management team have determined that as part of the Company's strategic business review of its portfolio, as previously announced on March 21, 2024, that a spin-off of its Consumer Product Portfolio provides the best path to enhance the company's value, as it will create two (2) publicly traded companies, each with its own market potential. This will allow for more focus around each company's product development, sales and marketing, operation and distribution, as well as enhance shareholder value.

"Our management and board have determined that the spin-off of our consumer products will generate greater focus for each business's success, while enhancing shareholder value." expressed Rob Fia, Chairman and CEO of Therma Bright. "We have great confidence that now is the ideal time for this spin-off given the current market conditions, and the expected growth of the consumer medical device industry, particularly in the North America. "

Transaction details around the spin-off will be forth coming, as Therma Bright shareholders are expected to receive a pro-rata distribution of shares of the new Company's stock. The spin-off is subject to confirmation by the Company's legal and tax advisors to determine the most advantageous structure for both Therma Bright and its shareholders with respect to tax purposes.

Furthermore, Therma Bright is dedicated to optimizing strong capital allocation strategies for each company, in line with their respective long-term goals. Further details pertaining to the transaction, such as each companies' respective capital structures and capital requirements, governance, and other elements, will be announced at the appropriate time.

Although THRM expects to complete the spin-off within the aforementioned time frame, this transaction is subject to all customary conditions including the final approval of the Therma Bright Board of Directors, receipt of a tax opinion, the filing and effectiveness of disclosure statements, and obtaining all necessary regulatory approvals.

Consumer Product Portfolio:

Subsequent to the spin-off, the Company's consumer medical devices will include TheroZap^TM insect bite therapy device, InterceptCS cold sore prevention system, Benepod hot and cold pain relief device and AcuVid^TM Covid-19 rapid antigen test technology. Per Research and Markets, "The Pain Management Devices Market is valued at USD 7.94 billion in 2024 and is anticipated to grow at a CAGR of 4.8 %, during the forecast period to 2035." According to Fortune Business Insights, "The global skincare market size was valued at USD 109.71 billion in 2023 and is projected to grow from USD 115.65 billion in 2024 to USD 194.05 billion by 2032, exhibiting a CAGR of 6.68% during the forecast period."

"By creating two focused, agile companies that can pursue tailored sales and marketing strategies aligned with specific long-term growth goals, we believe that both companies will experience rapid growth in their own right," stated Rob Fia. "As separate public companies with a commercial relationship, we are confident in delivering a superior outcome and will provide further updates on the spin-off progress in the coming months."

Sources: https://www.fortunebusinessinsights.com/skin-care-market-102544 and https://www.businesswire.com/news/home/20241028760787/en/Pain-Management-Devices-Market-Report-Industry-Trends-and-Global-Forecasts-to-2035---ResearchAndMarkets.com

About Therma Bright Inc.:

Therma Bright is a developer and partner in a wide range of leading edge, proprietary diagnostic and medical device technologies focused on providing consumers and medical professionals with quality, innovative solutions that address some of today's most important medical and healthcare challenges. Therma Bright Inc. trades on the (TSXV: THRM) (OTCQB: TBRIF) (FSE: JNX). Visit: www.thermabright.com.

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FORWARD-LOOKING STATEMENTS

Certain statements in this news release constitute "forward-looking" statements. These statements relate to future events and related information such as the spin out of the Company's consumer product portfolio as a separate public company as described in the news release. All such statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results to vary from those expressed or implied by such forward-looking statements. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether such results will be achieved. Actual results could differ materially from those anticipated due to several factors and risks. Although the forward-looking statements contained in this news release are based upon what management of the Company believes are reasonable assumptions on the date of this news release, the Company cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained in this press release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements whether because of new information, future events or otherwise, except as required under applicable securities regulations.

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 press release.

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