Mr. Mark Upsdell reports

RAPID DOSE ANNOUNCES INCREASED PROPOSED PRIVATE PLACEMENT FINANCING OF UP TO $5,000,000

Further to Rapid Dose Therapeutics Corp.'s press release dated June 2, 2023, it plans to complete an increased private placement financing for up to $5-million of gross proceeds (an increase from $3-million), consisting of up to five million units at a price of $1.00 per unit. Each unit will consist of $1.00 principal amount of secured convertible notes and five common share purchase warrants of the company. The financing may close in one or more tranches.

All notes will have a maturity date of Nov. 30, 2025, and will bear interest from their date of issue at 12.0 per cent per annum, calculated monthly, accrued, added to principal and payable quarterly in arrears in common shares of the company at a price per share equal to the closing market price of the common shares on the last trading day of each calendar quarter. A loan initiation fee of 5 per cent shall be paid in common shares at the end of the first calendar quarter following the applicable closing date at a price per share equal to the closing market price of the common shares on the last trading day of such calendar quarter.

The notes will be convertible, at the option of the holders at any time prior to maturity, into common shares at a conversion price of 17 cents per common share. Each whole warrant may be exercised for one common share at a price of 14 cents per common share for the initial closing (the floor price). For any subsequent tranches closing under the financing, the exercise price of the warrants shall be the higher of the floor price and the closing market price of the common shares on the last trading day immediately prior to any such subsequent tranche closing. The warrant term shall be equal to the maturity of the notes, being Nov. 30, 2025, notwithstanding the date on which the warrants are issued. All securities issued on the financing will be subject to a four-month hold from the applicable date of closing.

The company may prepay the notes in certain circumstances. During the period from June 30, 2024, to Dec. 31, 2024, the company shall be entitled to prepay all or any portion of each of the notes with a prepayment fee payable to each noteholder of 3 per cent of the amount of the principal prepayment of the note. There shall be no prepayment fee if the notes are prepaid after Dec. 31, 2024.

The notes will be secured pursuant to a general security agreement issued by the company in favour of the various noteholders. The company intends to use the proceeds from the financing for working capital purposes and to repay debt. The first $1-million of proceeds raised pursuant to the financing shall be used for general working capital purposes, with proceeds raised thereafter being used to first repay approximately $750,000 principal of secured debt as well as any accrued and unpaid interest thereon.

About Rapid Dose Therapeutics Corp.

Rapid Dose Therapeutics is a Canadian biotechnology company revolutionizing drug delivery through innovation. The company's flagship product, QuickStrip, is a thin, orally dissolvable film that can be infused with an infinite list of active ingredients, including nutraceuticals, pharmaceuticals and vaccines, that are delivered quickly into the bloodstream, resulting in rapid onset of the active ingredient.

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