Aptose delays vote, amends Hanmi deal

Ms. Susan Pietropaolo reports APTOSE BIOSCIENCES ANNOUNCES AMENDMENT TO ARRANGEMENT AGREEMENT AND DETAILS OF POSTPONED SPECIAL MEETING OF SHAREHOLDERS Aptose Biosciences Inc. has entered into an amended and restated arrangement agreement dated Feb. 23, 2026, amending and restating the arrangement agreement dated Nov. 18, 2025, pursuant to which Aptose will continue from the Canada Business Corporations Act to the Business Corporations Act (Alberta) (ABCA) and subsequently be acquired by HS North America Ltd. (the purchaser), a wholly owned subsidiary of Hanmi Pharmaceutical Co. Ltd., by way of a statutory plan of arrangement under the ABCA. The amended and restated arrangement agreement amends and restates the original arrangement agreement to, among other things, schedule a new date for the special meeting of shareholders to seek approval of the transaction, originally scheduled to be held on Jan. 16, 2026, which has been reconvened to March 31, 2026, at 11 a.m. ET (the reconvened meeting). The original meeting was postponed to address comments raised by the United States Securities and Exchange Commission (SEC) on the company's transaction statement on Schedule 13E-3, as amended. Aptose has prepared and filed with the SEC a definitive proxy statement for the reconvened meeting. A copy of the proxy statement will be mailed to all shareholders of the company as soon as practicable. The proxy statement, form of proxy, letter of transmittal, as well as Schedule 13E-3, as amended, will also be available for download under Aptose's profile on SEDAR+ and EDGAR. On Dec. 12, 2025, Aptose obtained an interim order from the Court of King's Bench of Alberta authorizing the holding of the meeting and matters relating to the conduct of the meeting. Aptose also announced a revised record date for the meeting, now set for the close of business on Feb. 24, 2026. The reconvened meeting will be held virtually via live audio webcast. All shareholders who wish to attend the reconvened meeting must follow the procedures set out in the proxy statement. Shareholders who are unable to attend the reconvened meeting are strongly encouraged to complete, date, sign and return the form of proxy (in the case of registered shareholders) or voting instruction form (in the case of non-registered shareholders) provided with the meeting materials so that as many shareholders as possible are represented and vote at the reconvened meeting. Aptose's board of directors unanimously recommends that the shareholders vote for the special resolutions approving the continuance and the arrangement at the reconvened meeting. Aptose also announced today that it has entered into an $11.1-million (U.S.) second amended and restated 2025 facility agreement with Hanmi. The second A&R 2025 facility agreement is uncommitted and administered through multiple advances until May 31, 2026, and will be used to finance Aptose's business and clinical operations expenses reasonably related to the advancement of Tuspetinib (TUS). Aptose has not yet received funds from the second A&R 2025 facility agreement but expects the first advance soon. This second A&R 2025 facility agreement has been amended and restated from the prior December, 2025, amended and restated facility agreement between Hanmi and Aptose, which was amended and restated from the prior September, 2025, facility agreement between Hanmi and Aptose. No single advance shall be for an amount in excess of $2-million (U.S.), and any unpaid principal amount with respect to each advance shall accrue interest at 6 per cent per annum. The second A&R 2025 facility agreement contains customary affirmative and negative covenants and securities that are subject to a number of limitations and exceptions. Each of the September, 2025, facility agreement and December, 2025, amended and restated facility agreement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions as Hanmi is a related party of the company under Canadian securities laws. However, the company is relying on the exemption from the formal valuation and minority shareholder approval requirements contained in MI 61-101 on the basis of the financial hardship exemption therein. In its consideration and approval of the September, 2025, facility agreement and December, 2025, amended and restated facility agreement, the board of directors of the company, acting in good faith and having taken into account the liquidity, financial position and cash needs of the company, the alternatives available to the company, relevant benefits, risks and other factors, including the relative impacts on applicable stakeholders, and such matters they considered relevant or appropriate, unanimously determined that entering into the September, 2025, facility agreement and December, 2025, amended and restated facility agreement will result in an improvement of the company's financial position, and that the terms of the September, 2025, facility agreement and December, 2025, amended and restated facility agreement are reasonable in the circumstances of Aptose. About Aptose Biosciences Inc. Aptose Biosciences is a clinical-stage biotechnology company committed to developing precision medicines addressing unmet medical needs in oncology, with an initial focus on hematology. The company's small molecule cancer therapeutics pipeline includes products designed to provide single agent efficacy and to enhance the efficacy of other anti-cancer therapies and regimens without overlapping toxicities. The company's lead clinical-stage compound TUS is an oral kinase inhibitor that has demonstrated activity as a monotherapy and in combination therapy in patients with relapsed or refractory AML and is being developed as a front-line triplet therapy in newly diagnosed AML. We seek Safe Harbor.