On May 29, 2023, Rakovina Therapeutics Inc. closed the transaction. Each whole Debenture Unit is deemed to consist of CAD 50,000 in principal amount of unsecured convertible debenture of the Company and 100,000 common share purchase warrants of the Company with each Warrant entitling the holder thereof to acquire one common share of the Company at a price of CAD 0.15 per Warrant Share for a period of 30 months ending November 29, 2025. The Debentures will mature 30 months following the closing date of the Offering (the “Closing Date”), unless earlier converted or redeemed, and (ii) accrue interest at a rate of 12% per annum which is due and payable semi-annually commencing on the date that is six (6) months following the Closing Date.

Interest on each Debenture is payable, at the option of the holder, in common shares of the Company pursuant to the terms and conditions of the indenture governing the Debentures. Each CAD 1,000 in principal amount of Debenture is convertible, at the option of the holder, into Common Shares at a conversion price of CAD 0.20 per Debenture Share. The company is entitled to redeem each Debenture starting 12 months following the Closing Date by paying a redemption premium on the outstanding principal amount of Debenture equal to 2%, subject to certain limitations.

The transaction included participation from Insiders subscribed for 22 Debenture Units in the Offering for aggregate gross proceeds to the Company of CAD 1.1 million. Pursuant to applicable Canadian securities laws, all securities issued and issuable in connection with the Offering will be subject to a four (4) month and one day hold until September 30, 2023. The Offering remains subject to final acceptance by the TSX-V and all regulatory approvals.

The TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement. The transaction included participation from 16 placees, existing insider involvement of three insiders for 22 units and pro group involvement of one pro group for one unit.