Mr. Mark Upsdell reports

RAPID DOSE CLOSES FOURTH TRANCHE OF PRIVATE PLACEMENT FINANCING AND ANNOUNCES PROPOSED DEBT SETTLEMENT

Rapid Dose Therapeutics Corp. has closed on $855,000 in a fourth tranche of its previously announced private placement financing, bringing the total amount invested to $3,134,445. The financing allowed for up to $5-million of gross proceeds, consisting of up to five million units at a price of $1 per unit. Each unit consists of $1 principal amount of secured convertible notes and five common share purchase warrants of the company. On this fourth tranche closing of the financing, 855,000 units were purchased; and accordingly, the company issued $855,000 principal amount of notes and 4,275,000 warrants.

The notes have a maturity date of Nov. 30, 2025, notwithstanding the date on which the notes are issued, and bear interest from their date of issue at 12 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 Canadian Securities Exchange 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 Canadian Securities Exchange on the last trading day of such calendar quarter.

The notes are 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. Each whole warrant that was issued on the first tranche closing on July 21, 2023, may be exercised for one common share at a price of 14 cents per common share (the floor price). For subsequent tranches closing under the financing, the exercise price of the warrants must be the higher of the floor price and the closing market price of the common shares on the Canadian Securities Exchange on the last trading day immediately prior to any such subsequent tranche closing. Accordingly, the warrants issued on this fourth tranche closing have an exercise price of 14 cents. The warrant term is the same as the maturity of the notes, being Nov. 30, 2025, notwithstanding the date on which the warrants are issued. All securities issued on the financing are 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 are 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 $2.5-million of proceeds raised pursuant to the financing shall be used for general working capital purposes, with any proceeds raised thereafter being used to first repay approximately $750,000 principal of secured debt as well as any accrued and unpaid interest thereon; provided, however, that the company shall, at any time, have the right to repay the principal and/or interest on the secured debt, in whole or in part, from any proceeds raised pursuant to the financing. Principal of $500,000 of the secured debt and the accrued interest thereon will be repaid from the proceeds of this fourth tranche closing of the financing.

The company also announces that it has agreed with certain of its creditors to issue up to an aggregate of 4,375,000 common shares to such creditors in exchange for the cancellation of outstanding accounts payable in the aggregate amount of up to $700,000 owing to such creditors. The settlement shares will be issued at a price of 16 cents, in accordance with the policies of the Canadian Securities Exchange.

The company is completing the shares for debt transaction to improve its financial position by reducing its existing liabilities. All settlement shares issued to Canadian residents will be subject to a four-month hold period from the date of issuance. The shares for debt transaction remains subject to CSE acceptance. No new control person of the company will be created pursuant to the shares for debt transaction.

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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