Mr. Louis Dron reports

REDWOOD AI ANNOUNCES PRICING OF $3.5 MILLION PRIVATE PLACEMENT

Redwood AI Corp. has priced its private placement offering with a single United States fundamental institutional investor of 1,663,000 special warrants of the company at a price of $2.11 per special warrant, for gross proceeds of approximately $3.5-million.

Each special warrant shall be exercisable into one unit of the company without any further action on the part of the holder and for no additional consideration. Each unit will consist of one common share and one common share purchase warrant. Each warrant shall entitle the holder thereof to acquire one common share at a price of $2.48 per warrant share for a period of 60 months following the closing of the offering.

Maxim Group LLC is acting as the exclusive placement agent in connection with the offering. The offering is expected to close on July 20, 2026.

The company expects to use the net proceeds from the offering to finance working capital and for general corporate purposes. The closing of the offering remains subject to the approval of the Canadian Securities Exchange (the CSE).

The securities issued pursuant to the offering will be subject to applicable Canadian and U.S. resale restrictions.

The company has filed with each of the securities regulatory authorities in the provinces of Canada a preliminary short form base shelf prospectus. Following the issuance of a receipt for the final base prospectus, and as soon as practicable, the company will use commercially reasonable efforts to file a prospectus supplement to the final prospectus, qualifying the distribution of the units issuable upon exercise of the special warrants.

Each special warrant will be automatically exercised, without the payment of any additional consideration, into one unit on the date that is the earlier of: (i) four months and a day following the closing of the offering, and (ii) the date that the prospectus supplement is filed. However, if the prospectus supplement has not been filed on or before the date that is 90 days following the closing of the offering, then each special warrant will be exercisable, at no additional consideration, for 1.10 units (instead of one unit).

About Redwood AI Corp.

Redwood uses advanced artificial intelligence to accelerate chemistry R&D (research and development), with the aim of assisting in drug discovery and development, and furthering defense and safety solutions. The company combines expertise in chemistry, AI and manufacturing to streamline drug synthesis and scale-up. Redwood's platform is designed to enable faster, more efficient development of new therapies and chemistry-driven applications.

We seek Safe Harbor.