Rakovina closes $1-million debenture unit financing

Executive Summary

• Rakovina Therapeutics Inc. has closed a non-brokered private placement of convertible debenture units for aggregate gross proceeds of $1 million.
• The company entered into debt settlement agreements to resolve an aggregate outstanding debt of $1,587,130.59 (principal of $1,454,000 plus accrued interest) by issuing common shares and replacement debentures.
• The transaction involves issuing approximately 3,265,585 common shares and replacement debentures with warrants to settle existing debt, with closing expected on or about March 9, 2026.

Key Details

• Private Placement Structure:

  • Gross Proceeds: $1,000,000.
  • Unit Price: $50,000 per debenture unit.
  • Components per Unit: One unsecured convertible debenture (principal amount $50,000) and 100,000 warrants.
  • Warrant Terms: Exercise price of 20 cents per share; exercisable until January 28, 2029.
  • Debenture Terms: Principal repayable January 28, 2029; interest rate of 12% per annum, payable semi-annually in cash or common shares at holder's option.
  • Conversion Option: Holder may convert principal into common shares at a conversion price of 20 cents per share.
  • Use of Proceeds: Near-term working capital to support corporate activities and strategic initiatives while evaluating longer-term financing alternatives.
  • Regulatory Status: Subject to TSX Venture Exchange approval and a statutory hold period of four months and one day.

• Debt Settlement Details:

  • Total Settled Debt: $1,587,130.59 (Principal: $1,454,000; Accrued Interest: $133,130.59 as of March 5, 2026).
  • Settlement Method 1 (Shares):
    • Debt Amount Settled: $391,870.60 (Principal: $359,000 + accrued interest).
    • Consideration: Issuance of 3,265,585 common shares.
    • Deemed Price: 12 cents per share.
  • Settlement Method 2 (Replacement Securities):
    • Debt Amount Settled: $1,195,259.99 (Principal: $1,095,000 + accrued interest).
    • Consideration: Issuance of replacement debentures with a principal amount of $1,195,259.99 and 2,390,519 common share purchase warrants.
    • Terms: Replacement debentures and warrants have substantially similar terms to those issued in the private placement.
  • Regulatory Status: Subject to TSX Venture Exchange approval and a statutory hold period of four months and one day.
  • Expected Closing Date: On or about March 9, 2026.