Rakovina Therapeutics Announces Intention to Amend Debentures and Warrants

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VANCOUVER, British Columbia, June 30, 2025 (GLOBE NEWSWIRE) — Rakovina Therapeutics Inc. (TSXV: RKV) (the “Company”) announces that it will apply to the TSX Venture Exchange (the “Exchange”) to amend the terms of certain outstanding warrants and convertible debentures of the Company, as further described herein.

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Convertible Debenture Amendments

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The Company intends to file an application with the Exchange to amend the terms of its 12.0% unsecured convertible debentures with an outstanding aggregate principal amount of $1,454,000.00 (the “Convertible Debentures”) issued pursuant to the Company’s non-brokered private placement of Convertible Debenture units closed on May 29, 2023 (the “Debenture Unit Private Placement”). The Convertible Debentures are governed by an indenture dated May 29, 2023 (the “Indenture”) between the Company and Odyssey Trust Company as the debenture trustee (the “Debenture Trustee”). For further information relating to the Convertible Debentures and the Debenture Unit Private Placement, please refer the Company’s press release dated May 29, 2023.

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The amendments, if approved by the requisite majority of holders of the Convertible Debentures (the “Debentureholders”), will result in the following changes to the terms thereof (the “Debenture Amendments”):

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  1. the maturity of the Convertible Debentures will be extended from November 29, 2025 to June 6, 2028 (the “Maturity Date”);
  2. the conversion price will be reduced from $2.00 per common share to $1.00 per common share;
  3. no redemption premium will be payable upon a redemption by the Company; and
  4. any interest that accrues on the Convertible Debentures following the Debenture Amendments will be due and payable on the Maturity Date.

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The Debenture Amendments remain subject to the approval of the Exchange and the holders of at least 66 2/3% of the outstanding principal of the Convertible Debentures. In accordance with the terms of the Indenture, the Company intends to obtain the requisite approval of the Debentureholders by way of a written consent. Upon and subject to receipt of the Exchange’s approval, the Company intends to execute a supplemental indenture with the Debenture Trustee amending the terms of the Indenture to reflect the Debenture Amendments.

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Certain directors of the Company, as a group, beneficially own, control or direct, directly or indirectly, $100,000 principal amount of Convertible Debentures, representing approximately 6.9% of the outstanding principal amount of the Convertible Debentures. Participation by such persons constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and Exchange Policy 5.9 – Protection of Minority Security Holders in Special Transactions (“Policy 5.9”). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the related parties, exceeds 25% of the Company’s market capitalization.

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Warrant Amendments

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The Company also intends to file an application with the Exchange to amend the terms of the currently outstanding 19,200,000 common share purchase warrants (the “Warrants”) previously issued pursuant to the Company’s non-brokered private placement of units that closed in multiple tranches between June 26, 2024 and July 26, 2024 (the “Unit Private Placement”). For further information relating to the Warrants and the Unit Private Placement, please refer the Company’s press releases dated May 23, 2024, June 20, 2024, July 19, 2024, July 22, 2024, and July 26, 2024.

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