Ms. Shushu Feng reports

MEDICENNA ANNOUNCES THE FILING OF ITS PROSPECTUS SUPPLEMENT AND INVESTMENT TERM SHEET

In connection with Medicenna Therapeutics Corp.'s previously announced marketed public offering of units of the company, it has filed a prospectus supplement to the company's existing short form base shelf prospectus dated June 4, 2025, with the securities commissions in each of provinces of British Columbia, Alberta and Ontario (collectively, the Canadian jurisdictions).

Pursuant to the offering, the company intends to issue a minimum of six million units and a maximum of 10 million units at a price of 50 cents per unit for minimum aggregate gross proceeds of $3-million and maximum aggregate gross proceeds of $5-million. Each unit will comprise one common share of the company and one-half of one common share purchase warrant of the company, each warrant entitling the holder thereof to acquire one common share of the company at an exercise price of 65 cents per warrant share until the date that is three years following the closing date of the offering.

In addition to the Canadian jurisdictions, the units may be offered in certain jurisdictions outside of Canada, provided that a placement therein does not give rise to any prospectus, registration or continuous disclosure obligations on the part of the company.

The offering is undertaken on a commercially reasonable efforts basis pursuant to the terms and conditions of an agency agreement entered into between Bloom Burton Securities Inc., as sole agent for the offering, and the company. In connection with the offering, the agent will be paid a cash commission equal to 7.0 per cent of the aggregate gross proceeds of the offering; provided that the agent will be paid a reduced cash commission equal to 2.0 per cent of the aggregate gross proceeds raised from the sale of units to certain purchasers identified on a president's list to be mutually agreed to by the agent and the company. Further, the agent will be issued a number of common share purchase warrants of the company equal to 7.0 per cent of the aggregate number of units sold pursuant to the offering, with each broker warrant entitling the holder thereof to acquire one common share of the company at an exercise price of 50 cents per broker warrant share until the date that is two years following the closing date of the offering. No broker warrants will be issued on units sold to purchasers identified on the president's list.

The offering is subject to subscriptions being received for the minimum offering and the satisfaction of certain customary closing conditions. If subscriptions are not received for at least the gross proceeds of the minimum offering, the offering will not be completed. The company has applied for conditional approval from the Toronto Stock Exchange (TSX) to have the unit shares, the warrant shares and the broker warrant shares listed on the TSX. Listing is subject to the final approval of the TSX in accordance with its applicable listing requirements. Closing may occur in one or more tranches with the first closing expected to occur on or about May 27, 2026.

An investment in securities of the company involves a high degree of risk. Prospective investors should read the prospectus supplement along with the base prospectus in their entirety before making an investment decision, including the risk factors described therein. Access to the base shelf prospectus, the prospectus supplement and any amendments to the documents will be provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The base shelf prospectus and the prospectus supplement are each accessible on SEDAR+. Alternatively, an electronic or paper copy of the base shelf prospectus, the prospectus supplement and any amendment to the documents may be obtained without charge, from the agent by e-mail at ECM@bloomburton.com, by telephone at 416-640-7585 or by providing the contact with an e-mail address or address, as applicable. The base shelf prospectus and the prospectus supplement contain important, detailed information about the company and the offering. Prospective investors should read the base shelf prospectus and prospectus supplement before making an investment decision.

Equity investment and sharing arrangement

Medicenna also announced today that it has entered into a term sheet with Sorbie Bornholm LP and Sorbie Investments LLP pursuant to which, subject to the terms and conditions set forth in the term sheet:

1. Sorbie agreed to subscribe for 16 million units of the company at a price of 50 cents per Sorbie unit, for aggregate gross proceeds to the company of $8-million. Each Sorbie unit would comprise one common share of the company and one-half of one common share purchase warrant of the company, with each Sorbie warrant entitling the holder to purchase one common share of the company at an exercise price of 65 cents per share for a period of 36 months following the date of issuance.
2. The company and Sorbie Bornholm LP intend to enter into an equity swap agreement with a notional amount of $8-million, pursuant to which the company receive additional proceeds through 18 monthly settlement tranches based on the company's common shares' performance on the TSX as measured against a benchmark price for the company's common shares determined pursuant to the sharing agreement.

Under the arrangement contemplated by the sharing agreement, the company may ultimately receive more or materially less than the original proceeds of $8-million. The final amount received will depend on the company's future share price, which is subject to market fluctuations and may vary over time. Accordingly, there is no assurance as to the total proceeds the company will receive under the sharing agreement. In no event will a decline in the trading price of the company's common shares result in an increase in the number of securities being issued to Sorbie.

The completion of the investment and the execution of the sharing agreement are each subject to the satisfaction of customary closing conditions, including the receipt of all necessary regulatory and stock exchange approvals.

About Medicenna Therapeutics Corp.

Medicenna is a clinical-stage immunotherapy company focused on developing novel, highly selective versions of IL-2, IL-4 and IL-13 superkines, and first-in-class Empowered superkines. Medicenna's long-acting IL-2 superkine, MDNA11, is a next-generation IL-2 with superior affinity toward CD122 (IL-2 receptor beta) and no CD25 (IL-2 receptor alpha) binding, thereby preferentially stimulating cancer-killing effector T cells and NK cells. Medicenna's first-in-class targeted PD-1 x IL-2 bifunctional, MDNA113, is in development for solid tumours and was designed using the company's proprietary BiSKITs (bifunctional superkine immunotherapies) and T-MASK (targeted metalloprotease activated superkine) platforms. Medicenna's IL-4 empowered superkine, bizaxofusp (formerly MDNA55), has been studied in five clinical trials enrolling over 130 patients, including a phase 2b trial for recurrent GBM, the most common and uniformly fatal form of brain cancer. Bizaxofusp has obtained fast-track and orphan drug status from the FDA (Food and Drug Administration) and FDA/EMA, respectively.

About Sorbie Bornholm LP

Sorbie Bornholm is a global investment firm built on partnership, innovation and shared success. For over 25 years, founder and chief executive officer Greg Kofford and his team have provided strategic funding to listed micro, small and mid-cap growth companies ready to expand to their next stage.

In segments often overlooked by traditional institutions, access to reliable capital is limited. Sorbie was built to bridge that gap. Sorbie partners closely with management teams to deliver long-term capital solutions through its unique sharing agreement. This model supports operational stability, responsible growth and shared outcomes by giving issuers the opportunity to receive additional, non-dilutive capital to further accelerate their growth.

Sorbie is committed to developing enduring relationships with select public companies and their brokers and advisers. At Sorbie Bornholm, it believes that providing supportive, longer-term capital and the opportunity for shared upside ensures all stakeholders succeed together.

We seek Safe Harbor.