Tetra Bio-Pharma Inc. — Capital/Financing Update 2021

Dec 17, 2021

December 16, 2021

TETRA BIO-PHARMA INC. BEST-EFFORTS PROSPECTUS OFFERING OF UNITS TERM SHEET

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document, and copies may be obtained from Research Capital Corporation (ecm@researchcapital.com) and are also available electronically at www.sedar.com.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment, and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The securities offered under the final base shelf prospectus and prospectus supplement have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States (as such term is defined in Regulation S under the U.S. Securities Act) (the “United States”), and may not be offered or sold within the United States, or to, or for the account or benefit of a U.S. Person (as defined in Regulation S under the U.S. Securities Act) or a person in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable U.S. state securities laws. This term sheet does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the account or benefit of, U.S. persons.

	spectus, any amendmenii ffd bf	t, and any applicablki i	e shelf prospectus supplement for disclosure of those facts, especially risk factors relatdii	ing to the	ing to the
	urtes oere, eore msecurities offered undertes Securities Act of 193ned in Regulation S undaccount or benefit of asactions exempt from reoffer to sell or a solicitatiU.S. persons.	ng an nvestmentthe final base shelf3, as amended (theer the U.S. SecuritieU.S. Person (as defigistration under theon of an offer to buy	ecson.prospectus and prospectus supplement have not been and will not be registered under t“U.S. Securities Act”), or the securities laws of any state of the United States (as sucs Act) (the “United States”), and may not be offered or sold within the United States, orned in Regulation S under the U.S. Securities Act) or a person in the United States,U.S. Securities Act and applicable U.S. state securities laws. This term sheet does notany of the securities offered hereby within the United States or to, or for the account	he Unitedh term isto, or forexcept inconstituteor benefit ny (aant”).are atdate.reaseUnits,er anyisablee (thelinical
IsOGOUWOOUFO	suer:ffering:ross Proceeds:ffering Price:nits:arrants:ver-Allotmentption:se of Proceeds:orm offfering:	Tetra BioTreasuryUp to $6,$0.163 pEach Un“CommoEach Waan exerciThe Comthe sizeand/or thover-allotwithin 30“Over-Al The nettrials, woMarketedstandardout”, “mathe closin	-Pharma Inc. (“Tetra” or the “Company”).offering (the “Offering”) of units of the Company (the “Units”).800,000.er Unit (the “Offering Price”).it will be comprised of one common share of the Compan Share”) and one Common Share purchase warrant (a “Warrrrant will entitle the holder thereof to acquire one Common Shse price of $0.195 for a period of 48 months following the closingpany will grant the Agents (as defined below) an option to incof the Offering by up to approximately 15% of the number ofe components thereof, issued pursuant to the Offering to covments, if any, and for market stabilization purposes, exercdays following the closing of the Offering at the Offering Priclotment Option”).proceeds from the Offering will be used by the Company for crking capital and general corporate purposes.	ny (aant”).are atdate.reaseUnits,er anyisablee (thelinical
			offering of Units, subject to a formal agency agreement, incindustry “material adverse change out”, “disaster out”, “regu	ludinglatory
			rket out”, “due diligence out” and “breach out” clauses runningg date.	up to
		The UnitCompanyprovinces– Shelf D	s will be offered (i) by way of a prospectus supplement t	o the
			’s base shelf prospectus dated April 1, 2020, to be filed in eachof Canada (except Quebec), pursuant to_National Instrument 4_istributions_and_National Instrument 44-101 – Short Form Prosp	of the4-102ectus
		Distributiregistrati(iii) as agUnited Stjurisdictiodocumen	ons, (ii) in the United States pursuant to available exemptionson under the United States Securities Act of 1933, as amendereed to by the Agents and the Company, outside of Canada aates without: (A) giving rise to any requirement under the laws on to prepare and/or file a prospectus, registration statemt having similar effect; or (B) creating any ongoing complian	fromd, andnd thef suchent orce or

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continuous disclosure obligations for the Company pursuant to the laws of such jurisdiction.

Listing: The Company will obtain the necessary approvals to list the Common Shares underlying the Units on the Toronto Stock Exchange (the “ Exchange ”), which listing shall be a condition of closing. Listing will be subject to the Company fulfilling all of the applicable listing requirements of the Exchange. In addition, the Company will use commercial reasonable efforts to obtain the necessary approvals to list the Warrants on the Exchange as soon as reasonably practicable after closing of the Offering.

Eligibility: The Common Shares and the Warrants will be qualified investments under the Income Tax Act (Canada) for registered accounts, including RRSPs, RRIFs, RDSPs, RESPs, TFSAs and DPSPs. Commission: 7.0% cash commission and 7.0% 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 equal to the Offering Price for a period of 36 months from the issuance date thereof.

Agents: A syndicate of agents led by Research Capital Corporation and Echelon Wealth Partners Inc. (the “ Agents ”), acting as co-lead agents and joint bookrunners.

Closing: The closing of the Offering will occur on or about December 21, 2021, or such other earlier or later date as the Agents and Company may agree upon.

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