Mr. Mark Upsdell reports

RAPID DOSE ANNOUNCES EXTENSION TO PROMISSORY NOTES

Rapid Dose Therapeutics Corp. intends to extend the maturity date of its outstanding secured convertible notes previously issued on its private placement financing, which closed in 2023. The notes have a maturity date of Nov. 30, 2025, and the company intends to extend the maturity date for one year to Nov. 30, 2026.

The financing was an offering of units at a price of $1 per unit. Each unit consisted of $1 principal amount of notes, convertible at 17 cents per share, and five common share purchase warrants of the company, with an exercise price of between 14 cents and 17 cents per share, and an expiry date of Nov. 30, 2025. The company closed all four tranches of the financing between July, 2023, and December, 2023, issuing an aggregate of $3,134,445 principal amount of notes and 15,672,225 warrants.

Specifically, noteholders holding an aggregate of $3,084,445 of notes have agreed to extend the maturity date on the notes to Nov. 30, 2026, and extend the expiry date on their accompanying common share purchase warrants of the company to Nov. 30, 2026, with an exercise price of 16 cents; and such noteholders shall accordingly receive an extension fee of 5 per cent, payable in common shares at a price of 16 cents per share. One noteholder holding a $50,000 note was unable to extend the maturity date of such note and shall therefore have the principal repaid in cash.

Pursuant to the extension, the notes shall bear interest at 18 per cent per annum (an increase from 12 per cent per annum), calculated and compounded monthly, and added to principal and shall otherwise continue to be paid in accordance with the original terms of the notes. That is, interest shall be payable quarterly in arrears in common shares at a price per share equal to the closing market price of the common shares on the Canadian Securities Exchange on the last trading day of each calendar quarter. The conversion price of the notes will remain at 17 cents per share. The company will be permitted to prepay the notes on 10 days of advance notice without notice or bonus.

In accordance with the terms of the notes, the company intends to issue common shares in satisfaction of the accrued and unpaid interest on the notes for all noteholders, due on the initial maturity date of Nov. 30, 2025. Therefore, the company intends to issue common shares at the closing market price of the common shares on the CSE on Nov. 28, 2025 (the last trading day of the month), in satisfaction of the aggregate of $62,860.65 of accrued interest owing on the notes at such time. The company expects to issue the common shares no later than Dec. 15, 2025.

All securities issued pursuant to the extension, as well as for payment of the accrued interest, will be subject to a hold period expiring four months and one day from the date of issue of such securities.

Certain insiders of the company hold an aggregate of $1,696,371 of notes and participated in the extension. Mark Upsdell, chief executive officer and a director of the company, holds $500,000 of notes and 2.5 million warrants; John McKimm (via his holding company, Madison Partners Corp.), a director of the company, holds $346,371 of notes and 1,731,855 warrants; Christine Hrudka, a director of the company, holds $50,000 of notes and 250,000 warrants; and Angela O'Leary, a director of the company, holds $800,000 of notes and four million warrants. Therefore, the extension is a related party transaction within the meaning of Multilateral Instrument 61-101. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(b) (as the company is listed on the CSE) and Section 5.7(1)(a) (the fair market value of the extension, insofar as it involves related parties, does not exceed 25 per cent of the company's market capitalization) in respect of such transaction. A resolution of the board of directors of the company was passed to approve the extension.

About Rapid Dose Therapeutics Corp.

Rapid Dose Therapeutics is a Canadian biotechnology company revolutionizing drug delivery through innovation. The company's flagship product, QuickStrip, is a thin, orally dissolvable film that can be infused with an infinite list of active ingredients, including nutraceuticals, pharmaceuticals and vaccines, which are delivered quickly into the bloodstream, resulting in rapid onset of the active ingredient.

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