TSO3 enters into a bought deal agreement for Cdn $16,000,000

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES /

    
    Ticker: TSX - TOS
    Shares Outstanding: 47,891,957
    

QUÉBEC CITY, Feb. 10 /CNW/ - TSO3 Inc. (the "Company"), is pleased to announce that today it has entered into an agreement whereby a syndicate of underwriters led by Canaccord Adams (the "Underwriters") will purchase on a bought deal basis, 10,000,000 common shares (the "Common Shares") from the Company at a price of $1.60 per Common Share (the "Offer Price") for gross proceeds to TSO3 of $16,000,000 (the "Offering"). Simon Robitaille , one of the Company's co-founders and its Chief Scientific Officer (the "Selling Shareholder") has also agreed to sell to the Underwriters 150,000 common shares for gross proceeds of $240,000 , on the same terms and conditions as those of the Offering. The Offering is expected to close on or about March 2, 2010 and is subject to regulatory approval.

The Company has granted the Underwriters an over-allotment option (the "Over-Allotment Option"), exercisable for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the number of common shares issued from Treasury pursuant to the Offering, at the Offer Price.

Proceeds of the offering will be used by the Company for new product initiatives, working capital and general corporate purposes. Closing of the Offering is subject to certain conditions, including but not limited to, receipt of all necessary securities regulatory approvals, including the approval of the Toronto Stock Exchange.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The Common Shares have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement.

About TSO3

TSO3 was founded in June of 1998, supported by a patented and unique technology for the sterilization of medical devices. This process uses ozone as the sterilizing agent and has been designed to allow the sterilization of heat and moisture-sensitive medical devices in healthcare settings.

The STERIZONE(R) Sterilization Process sterilizes large loads of medical devices quickly, cost-effectively, safely and in an eco-friendly way. This is in contrast to traditional gaseous low temperature sterilization methods which rely on toxic chemistry and require lengthy sterilization cycle times, or newer competitive oxidizing sterilizers which are costly to operate and limited in capability due to their load restrictions.

TSO3's first product, the STERIZONE(R) 125L Sterilizer has received clearance for commercialization from both Health Canada and the United States Food and Drug Administration (FDA), for sterilization of metal and heat sensitive instruments, as well as for devices with diffusion-restricted spaces, such as rigid endoscopes having a single stainless steel channel. In 2009, the Company received clearances from both the Canadian and American Regulatory Agencies for sterilization of additional complex medical devices, including packaged multi-channel flexible endoscopes.

For more information about TSO3, visit the Company'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.

For further information: Marc Boisjoli, CFO, [phone], Ext. 228, Email: [email protected]; Caroline Côté, Director, Corporate Communications and Investor Relations, [phone], Ext. 237, Email: [email protected]