Mr. Swapan Kakumanu reports

NEtraMARK CLOSES FINAL TRANCHE OF $3.5 MILLION PRIVATE PLACEMENT

Netramark Holdings Inc. has closed the second and final tranche of its previously announced non-brokered private placement (the offering, see news releases dated Jan. 13, 2026, and Jan. 28, 2026) closed on Feb. 18, 2026. Under the second tranche, the company issued 390,000 units of the company at a price of $1.00 per unit for gross proceeds of $390,000. Under the entire offering, the company issued a total of 3.5 million units at a price of $1.00 per unit for aggregate gross proceeds of $3.5-million.

Each unit consists of one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant entitles its holder to acquire, subject to adjustment in certain events, one additional common share in the capital of the company at an exercise price of $1.35 per share for a period of two years from the date of issue.

The securities issued by the company in connection with the second tranche will be subject to a four-month-and-a-day hold period expiring June 19, 2026, as prescribed by applicable Canadian securities laws.

As a result of closing the second tranche, there are 92,223,699 common shares of Netramark issued and outstanding. Netramark intends to use the net proceeds from the private placement toward working capital and general corporate purposes.

An insider of the company participated in the second tranche and subscribed for 232,500 units. Such participation constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is exempt from the formal valuation requirement per Section 5.5(a) of MI 61-101, and from the need to obtain minority shareholder approval per Section 5.7(1)(a) of MI 61-101, as neither the fair market value of the units issued to insiders under the offering, nor the fair market value of the consideration paid by such insiders, exceeds 25 per cent of the company's market capitalization.

The company did not file a material change report in respect of the related party transaction at least 21 days before the second tranche closing, as the details of such participation had not been confirmed until shortly prior to the second tranche closing and the company wished to complete the second tranche closing in an expeditious manner.

About NetraAI

In contrast to other artificial-intelligence-based methods, NetraAI is uniquely engineered to include focus mechanisms that separate small data sets into explainable and unexplainable subsets. Unexplainable subsets are collections of patients that can lead to suboptimal overfit models and inaccurate insights due to poor correlations with the variables involved. NetraAI uses the explainable subsets to derive insights and hypotheses (including factors that influence treatment and placebo responses, as well as adverse events) providing the potential to increase the chances of a clinical trial success. Many other AI methods lack these focus mechanisms and assign every patient to a class, often leading to overfitting, which drowns out critical information that could have been used to improve a trial's chance of success.

About Netramark Holdings Inc.

Netramark is a company focused on being a leader in the development of generative artificial intelligence (Gen AI)/machine learning (ML) solutions targeted at the pharmaceutical industry. Its product offering uses a novel topology-based algorithm that has the ability to parse patient data sets into subsets of people that are strongly related according to several variables simultaneously. This allows Netramark to use a variety of ML methods, depending on the character and size of the data, to transform the data into powerfully intelligent data that activates traditional AI/ML methods. The result is that Netramark can work with much smaller data sets and accurately segment diseases into different types, as well as accurately classify patients for sensitivity to drugs and/or efficacy of treatment.

We seek Safe Harbor.