An anonymous director reports

RAKOVINA ANNOUNCES CLOSING OF $1 MILLION DEBENTURE UNIT PRIVATE PLACEMENT AND DEBT SETTLEMENT AGREEMENTS

Rakovina Therapeutics Inc. has closed its previously announced non-brokered private placement of convertible debenture units for aggregate gross proceeds of $1-million. The company has entered into the previously announced debt settlement agreements with holders of the 12.0 per cent unsecured convertible debentures of the company to settle an aggregate outstanding debt of $1,587,130.59, comprising a principal amount of $1,454,000 and accrued interest of $133,130.59 as at March 5, 2026. In full satisfaction and settlement of the settled amount, the company has agreed to issue: (i) an aggregate of approximately 3,265,585 common shares in the capital of the company at a deemed price of 12 cents per share; and (ii) 12.0 per cent unsecured convertible debentures of the company in the aggregate principal amount of $1,195,259.99, together with 2,390,519 common share purchase warrants. Closing of the debt settlement transactions is expected to occur on or about March 9, 2026.

Debenture unit private placement

The debenture units were issued at a price of $50,000 per debenture unit, and each such debenture unit comprised: (i) one unsecured convertible debenture in the principal amount of $50,000; and (ii) 100,000 warrants. Each warrant will entitle the holder to purchase one common share in the company at an exercise price of 20 cents per share until Jan. 28, 2029, subject to customary adjustments.

The principal amount of each new debenture shall be repayable on Jan. 28, 2029 (unless earlier converted), and will accrue interest at a rate of 12 per cent per annum, payable semi-annually in cash or, at the option of the holder, common shares. Until the principal amount is repaid, the holder shall have the option to convert the principal amount of the new debenture into common shares at a conversion price of 20 cents per share, subject to customary adjustments.

The company intends to use the proceeds of the debenture private placement to provide near-term working capital to support continuing corporate activities and strategic initiatives while the company continues to evaluate longer-term financing alternatives.

The issuance of the new debentures and warrants is subject to the receipt of all requisite approvals, including, without limitation, the final approval of the TSX Venture Exchange. All securities issued pursuant to the debenture private placement will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws.

Debt settlement

The company offered holders of the existing debentures the opportunity to elect to receive settlement shares or replacement debentures in settlement of the amounts outstanding thereunder. Certain holders of existing debentures have agreed to settle an aggregate amount of $391,870.60 (which amount comprises an aggregate principal amount of $359,000, together with interest accrued thereon) for an aggregate of 3,265,585 settlement shares, with the remaining holders having agreed to settle an aggregate amount of $1,195,259.99 (which amount comprises an aggregate principal amount of $1,095,000, together with interest accrued thereon) through the issuance of replacement debentures and warrants. The replacement debentures and warrants to be issued pursuant to the debt settlement transactions will have substantially similar terms as the new debentures and warrants issued pursuant to the debenture private placement described above.

The issuance of the settlement shares, replacement debentures and warrants is subject to the receipt of all requisite approvals, including, without limitation, the final approval of the TSX-V. All securities issued pursuant to the debt settlement transactions described above will be subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws.

About Rakovina Therapeutics Inc.

Rakovina Therapeutics is a biopharmaceutical research company focused on the development of innovative cancer treatments. The company's work is based on unique technologies for targeting the DNA-damage response powered by artificial intelligence (AI) using the proprietary Deep-Docking and Enki platforms. By using AI, the company can review and optimize drug candidates at a much greater pace than ever before.

The company has established a pipeline of distinctive DNA-damage response inhibitors with the goal of advancing one or more drug candidates into human clinical trials in collaboration with pharmaceutical partners.

We seek Safe Harbor.