Kelowna, British Columbia--(Newsfile Corp. - November 4, 2025) - Rize Oncology Inc. (OTC: RZONF) (the "Company"), a clinical-stage pharmaceutical company focused on developing innovative oncology therapeutics, is pleased to announce that on October 30, 2025 it completed a non-brokered private placement (the "Private Placement") of units of the Company (the "Units"), raising gross proceeds of C$500,000.
The Private Placement consisted of the issuance of 5,000,000 Units at a price of C$0.10 per Unit, for gross proceeds of C$500,000. Each Unit is comprised of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to acquire one additional Common Share at a price of C$0.30 per Common Share for a period of 12 months from the date of issuance. The securities issued pursuant to the Private Placement are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
The Company also announces the resignation of William Garner, M.D. from its board of directors effective October 31, 2025. The Company would like to thank Dr. Garner for his contribution and service to the Company.
Related Party Transaction
The Private Placement constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") as William Garner, M.D. and Andre Pereira Fraga Figueiredo, each an insider of the Company, participated in the Private Placement acquiring all 5,000,000 Units. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Private Placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related party, exceeded 25% of the Company's market capitalization (as determined under MI 61-101). The Private Placement was approved by the board of directors of the Company, with conflicted director(s) abstaining from the vote in respect thereof. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Private Placement as confirmation of the insiders' participation therein was not confirmed until shortly prior to the completion of the Private Placement.
About Rize Oncology Inc.
Rize Oncology Inc. is a clinical-stage biopharmaceutical company dedicated to the development of STS-201, a small-molecule drug with a unique mechanism of action, currently being evaluated for its potential in treating soft tissue sarcoma and other cancers.
Contact:
P. Gage Jull
416-562-7525 gagejull1@gmail.com
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273200
The Private Placement consisted of the issuance of 5,000,000 Units at a price of C$0.10 per Unit, for gross proceeds of C$500,000. Each Unit is comprised of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to acquire one additional Common Share at a price of C$0.30 per Common Share for a period of 12 months from the date of issuance. The securities issued pursuant to the Private Placement are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
The Company also announces the resignation of William Garner, M.D. from its board of directors effective October 31, 2025. The Company would like to thank Dr. Garner for his contribution and service to the Company.
Related Party Transaction
The Private Placement constitutes a "related party transaction" as such term is defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") as William Garner, M.D. and Andre Pereira Fraga Figueiredo, each an insider of the Company, participated in the Private Placement acquiring all 5,000,000 Units. The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Private Placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related party, exceeded 25% of the Company's market capitalization (as determined under MI 61-101). The Private Placement was approved by the board of directors of the Company, with conflicted director(s) abstaining from the vote in respect thereof. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Private Placement as confirmation of the insiders' participation therein was not confirmed until shortly prior to the completion of the Private Placement.
About Rize Oncology Inc.
Rize Oncology Inc. is a clinical-stage biopharmaceutical company dedicated to the development of STS-201, a small-molecule drug with a unique mechanism of action, currently being evaluated for its potential in treating soft tissue sarcoma and other cancers.
Contact:
P. Gage Jull
416-562-7525 gagejull1@gmail.com
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273200
