Mr. Kim Oishi reports

RAKOVINA THERAPEUTICS SECURES EXCLUSIVE WORLDWIDE LICENCE TO ARTEMIS.AI PLATFORM FOR DNA-DAMAGE RESPONSE ONCOLOGY DRUG DISCOVERY

Rakovina Therapeutics Inc. has entered into a software licence agreement with privately held Artemis Therapeutics Inc., granting Rakovina an exclusive, worldwide and perpetual licence to use Artemis.AI, Artemis's artificial intelligence, computational chemistry and machine learning platform, including its Deep Docking technology, for DNA-damage response oncology drug discovery and development.

The licence covers the entire DDR oncology field including the targets of Rakovina's current programs. Rakovina pays for the licence in two share tranches, with no cash licence fees, royalties or milestone payments, and owns the compounds it discovers.

"This exclusive licence for Artemis.AI, together with all future platform improvements in the field, creates a durable competitive advantage for Rakovina in the DDR oncology field," said Kim Oishi, chief executive officer of Rakovina Therapeutics. "Just as important are the people behind the platform. Dr. Cherkasov and the Artemis team, led by Frank Holler, have one of the strongest track records in AI-enabled drug discovery, and they will be working alongside Rakovina's scientists led by Dr. Mads Daugaard. Our team has been further strengthened by the recent appointments of Dr. Ranjit Bindra, scientific director of the Yale Brain Tumor Center, to our scientific advisory board and Prof. Petra Hamerlik, chair of translational neuro-oncology at the University of Manchester and former CNS cancer bioscience lead at AstraZeneca, to our board of directors. Combining world-class AI with deep DDR biology and rigorous experimental validation is how we intend to turn computational designs into drug candidates ready for pharmaceutical partnership."

"The technology behind Artemis.AI has a proven record. Drug candidates identified with it have been licensed to pharmaceutical companies and advanced into clinical trials, and Dr. Cherkasov's team has won two international Cache drug discovery challenges and this year completed what we believe is the first trillion-molecule virtual screen," said Mr. Holler, executive chairman and chief executive officer of Artemis. "Our goal in every collaboration is to pair the platform with partners who bring deep knowledge of their targets and the laboratory capability to validate what the AI designs, and to share in the success of the candidates that emerge. Rakovina brings exactly that to DNA-damage response, and our option to co-develop selected candidates gives both companies a path to build value together."

Key terms of the licence

Scope: exclusive, worldwide and perpetual use of the Artemis.AI platform within DDR oncology drug discovery and development, including all updates and platform improvements and any platforms Artemis later licenses or acquires. The platform is hosted on Artemis's servers, and up to 10 hours of expert support per month are included.

Ownership and economics: Rakovina retains its existing compounds and programs, owns the compounds and data it generates with the platform, and may seek patent protection for them. No royalties or milestone payments are payable on drugs Rakovina discovers unless they are subject to a separate co-development agreement. Artemis retains ownership of the platform.

Co-development option: Artemis has a 60-day option to co-develop any platform-derived compound that Rakovina designates for development, on terms that share costs, risks and upside in proportion to each party's contributions. Compounds Artemis declines, and programs developed without the platform, remain entirely Rakovina's.

Exclusivity: The licence may convert to non-exclusive if Rakovina has no active program in the field using the platform for 18 consecutive months and does not start one within 90 days after notice from Artemis.

Consideration: Rakovina will issue to Artemis common shares with an aggregate deemed value of $1-million in two tranches: (i) 2.5 million shares at a deemed price of 20 cents per share, within 10 days after TSX Venture Exchange acceptance; and (ii) $500,000 of shares at a deemed price equal to the greater of 26.5 cents and the market price at issuance (a maximum of 1,886,792 shares), on the later of the first anniversary of the effective date and TSX-V acceptance. The maximum of 4,386,792 shares represents approximately 9.9 per cent of Rakovina's currently issued and outstanding shares. No shares will be issued that would make Artemis a control person (as defined in TSX-V policies) without prior shareholder approval. The shares will be subject to a hold period of four months and one day from issuance. No finders' fees are payable.

The licence agreement is effective Nov. 9, 2026. The issuance of shares is subject to TSX-V acceptance. If acceptance is refused and cannot be obtained within 90 days, either party may terminate the licence agreement. The licence does not by itself establish a co-development arrangement for any compound or ensure that drug candidates will be identified, validated or approved.

Related-party disclosure

The licence is a non-arm's-length party transaction under TSX-V policies because Rakovina insiders have interests in Artemis. Mr. Holler, a director of Rakovina, is executive chairman, chief executive officer and a director of Artemis. Dr. Daugaard, president and chief scientific officer of Rakovina, is a co-founder, director and chief scientific officer of Artemis. Mr. Oishi, chief executive officer and a director of Rakovina, is a director of Artemis. In addition, Dr. Artem Cherkasov, co-founder, director and chief technology officer of Artemis, is a member of Rakovina's scientific advisory board. Yevgeniy Meshcherekov, a director of Rakovina, is a director of Downstream Holdings Ltd., a shareholder of Artemis. Each of Mr. Holler, Dr. Daugaard, Mr. Oishi and Dr. Cherkasov is, directly or indirectly, a significant shareholder of Artemis.

Mr. Holler, Mr. Meshcherekov and Mr. Oishi declared their interests and abstained from voting on the licence. The licence was reviewed and approved by the Rakovina directors who are not related parties. In its review, the non-related party directors considered, among other things, a management analysis of the fair value of the licence prepared using cost, income and market approaches, the terms of the share consideration, the scope of the field, the co-development option, and the exclusivity provisions, and concluded that the terms of the licence are reasonable and in the best interests of Rakovina. The analysis is a management estimate and not an independent valuation or fairness opinion.

The licence may constitute a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Rakovina is relying on the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction exceeds 25 per cent of Rakovina's market capitalization. Rakovina did not file a material change report more than 21 days before entering into the licence agreement because the terms were not finalized until shortly before signing. The licence remains subject to TSX-V acceptance.

About the Artemis team

Artemis is led by executive chairman and chief executive officer Mr. Holler and co-founder and chief technology officer Dr. Cherkasov. Mr. Holler is a co-founder and former president and chief executive officer of ID Biomedical Corp., which was acquired by GSK for $1.7-billion, a founding director of Angiotech Pharmaceuticals, and a former president and chief executive officer of Xenon Pharmaceuticals. Dr. Cherkasov holds a Tier 1 Canada research chair in precision cancer drug design, is a professor at the University of British Columbia and heads the therapeutics development core at the Vancouver Prostate Centre. He has co-written more than 200 research papers and 80 patent filings, and eight drug candidates from his work have been licensed to pharmaceutical companies. His team developed Deep Docking, which has been used to screen more than 40 billion molecules and placed first in two international Cache challenges, for Parkinson's disease and COVID-19. Dr. Daugaard, president and chief scientific officer of Rakovina, is also a co-founder and chief scientific officer of Artemis.

Artemis's advisory board includes Dr. Alexander Tropsha, a leading researcher in cheminformatics and predictive modelling at the UNC Eshelman School of Pharmacy and selected to receive the American Chemical Society's 2027 Herman Skolnik award; Dr. Poul Sorensen, distinguished scientist at B.C. Cancer and professor of pathology at UBC, whose discovery of the NTRK gene fusion underpinned the tumour-agnostic cancer therapy larotrectinib; Dr. S. Larry Goldenberg, professor of urologic sciences at UBC and a member of the Order of Canada and the Order of British Columbia; and Jordan Zwick, chief business officer of Mirador Therapeutics.

About Rakovina Therapeutics Inc.

Rakovina Therapeutics is a biopharmaceutical research company focused on the development of innovative cancer treatments. Its work is based on unique technologies for targeting the DNA-damage response powered by artificial intelligence. By using AI, it 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.