Mr. David Burke reports

SERNOVA BIOTHERAPEUTICS SECURES $1 MILLION CONVERTIBLE DEBT FINANCING

Sernova Biotherapeutics Inc. has arranged a $1-million unsecured convertible debenture financing with Dr. Steven Sangha, a current Sernova shareholder and board member. Proceeds from the financing will be used to finance working capital.

The debenture is repayable on March 4, 2027, unless earlier converted or redeemed, and carries a 15-per-cent interest rate. The company also issued five million non-transferable share purchase warrants, each warrant being exercisable into one common share at a price of 20 cents per share up to March 4, 2028. The debentureholder will have the right to convert the principal amount of the debenture into common shares of Sernova at a conversion price of 20 cents per share. The debenture and warrants are subject to a four-month hold period under securities regulations.

The issuance of debentures and warrants to Dr. Sangha is a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a) in respect of issuance of debentures and warrants to Dr. Sangha as the fair market value of the transaction does not exceed 25 per cent of the company's market capitalization. The company has closed this financing without filing a material change report beforehand as the company wished to secure this financing as soon as terms were settled.

About Sernova Biotherapeutics Inc.

Sernova Biotherapeutics is a clinical-stage company developing regenerative medicine therapeutics combining its Cell Pouch with human donor cells or stem-cell-derived cell therapies to create biohybrid organs to treat chronic diseases. A biohybrid organ comprises non-biomaterials, such as the Cell Pouch, integrated with living tissues to restore or enhance the function of a compromised organ. This innovative approach aims to deliver a potentially revolutionary treatment for patients with chronic diseases, initially focusing on Type 1 diabetes and thyroid disorders.