Full Press Release Details
MATERIAL CHANGE REPORT
Profound Medical Corp. ("Profound"
Unit 6, 2400 Skymark Avenue
Mississauga, Ontario
A press release relating to the material
change was disseminated via Globe Newswire on December 6, 2024 and was subsequently filed on SEDAR+.
On December 6, 2024, the Company
announced the pricing of an underwritten public offering (the "Offering") of 4,666,700 common shares (the "Common
Shares") at a public offering price of $7.50 per Common Share.
On December 6, 2024, the Company
announced the pricing of an Offering of 4,666,700 Common Shares at a public offering price of $7.50 per Common Share. In addition, Profound
granted the underwriters a 30-day option to purchase up to an additional 700,005 Common Shares at the public offering price, less underwriting
discounts and commissions (the "Over-Allotment Option"). In connection with the Offering, the Company agreed to pay
to the underwriters an aggregate cash fee equal to 6.0% of the gross proceeds from the sale of the Common Shares in the Offering. The
Offering closed on December 10, 2024. The Over-Allotment Option was fully exercised in connection with the closing of the Offering.
All of the securities in the Offering were offered by Profound. The gross proceeds of the Offering to Profound, before deducting the underwriting
discounts and commissions and other offering expenses payable by Profound, were approximately US$40.25 million.
The net proceeds of the Offering are
expected to be used: (i) to fund the continued commercialization of the TULSA-PRO system in the United States, (ii) to
fund the continued development and commercialization of the TULSA-PRO system and the Sonalleve system globally, and (iii) for
working capital and general corporate purposes.
The Offering was completed pursuant
to an underwriting agreement between the Company and Raymond James Ltd. and Lake Street Capital Markets as co-lead underwriters and joint
bookrunners. Titan Partners Group, a division of American Capital Partners, acted as lead manager for the Offering. Stifel, Nicolaus &
Company, Incorporated acted as an advisor to the Company. The Offering took place in each of the provinces and territories of Canada,
except the province of Qu bec, and in the United States.
In connection with the Offering, the
Company filed a final prospectus supplement (the "Final Prospectus Supplement") to its short form base shelf prospectus
dated July 10, 2024 (the "Base Shelf Prospectus") in each of the provinces and territories of Canada relating
to the Offering. The Final Prospectus Supplement was also filed in the United States with the U.S. Securities and Exchange Commission
(the "SEC") as part of the Company's effective registration statement on Form F-10 (File no. 333-280236),
as amended, previously filed under the multijurisdictional disclosure system adopted by the United States. A preliminary prospectus supplement
relating to the Offering was filed in each of the provinces and territories of Canada and in the United States with the SEC on December 5,
The Base Shelf Prospectus and the Final
Prospectus Supplement are accessible on SEDAR+ at www.sedarplus.com and on EDGAR at www.sec.gov. The Common Shares were offered under
the Final Prospectus Supplement.
No securities regulatory authority has
either approved or disapproved of the contents of the news release or this material change report. The news release and this material
change report shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any province, territory, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such province, territory, state or jurisdiction.
In connection with the Offering, Tom
Tamberrino, the Chief Commercial Officer of the Company, purchased 13,333 Common Shares. Mr. Tamberrino is a related party (within
the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI
61-101")) and such issuance is considered a "related party transaction" for the purposes of MI 61-101. The Offering
did not result in a material change in the percentage holdings of any related party of the Company. Such related party transaction is
exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Common
Shares issued to the related party, nor the consideration paid by the related party exceeds 25% of the Company's market capitalization.
The Board of Directors of the Company has unanimously approved the Private Placement. The proceeds raised under the Private Placement
from the related party subscriptions will be used for corporate development and general working capital purposes. The Company does not
expect the related party subscriptions to have any impact on the Company's business and affairs. The purchasers of the Common Shares and
the extent of such participation were not finalized until shortly prior to the completion of the Offering. Accordingly, it was not possible
to publicly disclose details of the nature and extent of related party participation in the transactions contemplated hereby pursuant
to a material change report filed at least 21 days prior to the completion of such transactions.
No information has been omitted in this
material change report on the basis that it is confidential information.
The following is the name and business
telephone number of an executive officer of the Company who is knowledgeable about the material change and this report.