Toro Corp. Announces Entry Into $19.465M Subscription Agreement For The Issuance Of 8.5M Common Shares At A Price Of $2.29/Share

Toro Corp (NASDAQ:TORO), ("Toro" or the "Company"), an international energy transportation services company, announced today that on April 17, 2023, the Company entered into a subscription agreement (the "Subscription Agreement") with Pani Corp., a company controlled by Toro's Chairman and Chief Executive Officer, pursuant to which Toro has agreed to issue and sell, and Pani Corp. has agreed to purchase, 8,500,000 common shares, par value $0.001 per share (the "Purchased Shares"), at a purchase price of USD$2.29 per share, for gross proceeds of USD$19,465,000. The purchase price per Purchase Share equals the market price per Toro's common share at the close of trading on April 13, 2023. The Purchased Shares will be issued in a private placement pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The terms of the Subscription Agreement and the transaction were approved by the Board of Toro consisting of its independent and disinterested directors, following the negotiation and recommendation by a special committee of the independent and disinterested directors of the Board of Toro. The special committee was advised by independent legal and financial advisors in its negotiation and recommendation of the proposed transaction.
 

Toro intends to use the net proceeds from the sale of the Purchased Shares for vessel acquisitions, including to renew its fleet, and for other capital expenditures, working capital, and general corporate purposes, or a combination thereof.

Following the completion of the transaction, the Company will have 17,961,009 common shares outstanding. As a result of the transaction, Toro's controlling shareholder, Chairman and Chief Executive Officer, Mr. Petros Panagiotidis, will, directly or indirectly, hold 47.4% of the Company's common shares in addition to his existing holdings of 100% of the Company's Series B Preferred Shares and, accordingly, will control 99.8% of the outstanding voting rights of Toro.