BURLINGTON, Ontario – August 6, 2024 – Rapid Dose Therapeutics Corp. (“RDT” or the “Company”) (CSE: DOSE) announced today that it has appointed Jason Lewis as a director of the Company, effective immediately.  Mr. Lewis is Senior Vice President, Business Development, of RDT and was previously a director of RDT from 2020 to 2023.

The Company will also be putting forward Jason Lewis as an additional nominee for election to its board of directors at the Company’s upcoming annual general and special meeting of shareholders scheduled for August 28, 2024 (the “Meeting”).

In order to add Jason Lewis as an additional director nominee at the Meeting, it is anticipated that a motion will be made to amend the resolution put before the Meeting regarding the director nominees to be elected at the Meeting, as further described below. Management of the Company intends to rely on its discretionary authority granted in the proxies currently being solicited in conjunction with the Company’s management information circular dated July 26, 2024 in respect of the Meeting (the “Circular”) to vote FOR the foregoing motion and the election of Jason Lewis as a director.

The Company has filed the Circular on SEDAR+ in connection with the Meeting.  The Circular will be available under the Company’s profile at www.sedarplus.ca.  Except as described below, the Circular remains unchanged from the version that was mailed to the shareholders of the Company and filed on SEDAR+.

Additional Information

The Company acknowledges that it has received notice from a shareholder, pursuant to the Company’s advance notice by-law. In recognition of such notice and discussions with such shareholder, the Board has set the number of directors to be elected at the Meeting at seven and the Company expects that a motion will be made to add Jason Lewis as the seventh director nominee at the Meeting.

In order to add Jason Lewis as an additional director nominee at the Meeting, it is anticipated that a motion will be made to add Jason Lewis as an additional director nominee, in addition to those nominees as set out on page 14 of the Circular. Management of the Company intends to rely on its discretionary authority granted in proxies currently being solicited in conjunction with the Circular to vote in favour of the foregoing motion and the election of Jason Lewis as a director.

The below sets forth certain additional information about Jason Lewis:

Name and Residence	Present Principal Occupation	Current Position with RDT	Director Since	No. of Common Shares Beneficially Owned or Controlled  or Directed
Jason Lewis Ontario, Canada	Senior Vice President, Business Development, of RDT since 2018.	Senior Vice President, Business Development	August 6, 2024	4,750,000

 

To the knowledge of the Company, other than as set forth below and in the Circular, no proposed director is, as at the date hereof, or has been, within 10 years before the date hereof a director, chief executive officer or chief financial officer of any company (including the Company) that:

(i) was subject to a cease trade order, other similar order, or an order that denied the relevant company access to any exemption under securities legislation, and which was in effect for a period of more than 30 consecutive days, that was issued while the proposed Director was acting in the capacity as director, chief executive officer or chief financial officer; or was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

(ii) is, as at the date hereof, or has been within 10 years before the date hereof, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(iii) has, within the 10 years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

On August 19, 2020, as a result of the failure of the Company to file its audited financial statements for the year ended February 29, 2020 and related documents due to the Covid 19 pandemic and related issues, a cease trade order was issued by the Ontario Securities Commission (and other applicable securities regulatory authorities). Mark Upsdell was an executive officer and a director of the Company at that time. Each of Peter Thilo Hasler and Jason Lewis was a director of the Company at that time.  Following the filing of the Company’s audited financial statements for the year ended February 29, 2020 and related documents, together with unaudited interim financial statements and related documents for the interim periods ended May 31, and August 31, 2020, the cease trade orders were revoked on November 18, 2020 by the Ontario Securities Commission (and other applicable securities regulatory authorities).

On August 26, 2022, the Ontario Securities Commission revoked its management cease trade order and issued a failure-to-file cease trade order against the Company for failure of the Company to file its audited financial statements for the year ended February 28, 2022, and its interim financial statements for the interim period ended May 31, 2022. Each of Mark Upsdell, Peter Thilo Hasler and Jason Lewis was a director of the Company at that time. Subsequently, on  May 1, 2023, the Ontario Securities Commission revoked the failure-to-file cease trade order following the filing of the Company’s audited financial statements for the year ended February 28, 2022 and related documents, unaudited interim financial statements and related documents for the interim periods ended May 31, 2022, August 31, 2022 and November 30, 2022, and revised management’s discussion and analysis for the year ended February 28, 2022 and interim period ended November 30, 2022.

To the knowledge of the Company, no proposed director has: (i) been subject to any penalties or sanctions imposed by a court or securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, which would be likely to be considered important to a reasonable security holder making a decision about voting for the election of the director.

None of the directors or executive officers of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of such persons, are or have been indebted to the Company at any time since the beginning of the Company’s last completed financial year.

Other than as set forth in the Circular, none of: (a) the informed persons of the Company; (b) a proposed nominee for election as a director of the Company; or (c) any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, in any transaction since the commencement of the last financial year of the Company or in any proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

Other than as set forth in the Circular, none of the directors or executive officers of the Company, no proposed nominee for election as a director of the Company, none of the persons who have been directors or executive officers of the Company since the commencement of the Company’s last completed financial year and no associate or affiliate of any of the foregoing persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

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, that are delivered quickly into the bloodstream, resulting in rapid onset of the active ingredient. For more information about the Company, visit www.rapid-dose.com.

Contacts:
RDT Investor Contact:
Mark Upsdell, CEO
mupsdell@rapid-dose.com
416-477-1052

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
Certain information in this news release may contain forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend”, “will”, “could”, “are planned to”, “are expected to” or the negative of these terms and similar expressions. Statements containing forward-looking information, including, without limitation, in this news release in particular, statements regarding the Company’s Meeting, and in general, in respect of the delivery of equipment and products using the QuickStrip™ product delivery method, the generation of recurring revenues, the plans, estimates, forecasts, projections, expectations or beliefs of RDT management as to future events or results, are believed to be reasonable based on information currently available to RDT management. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; termination of WLM agreements; future legislative and regulatory developments involving cannabis; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the cannabis industry in Canada generally, income tax and regulatory matters; the ability to implement its business strategies; competition; currency and interest rate fluctuations and other risks. Readers are cautioned that the foregoing list is not exhaustive. There can be no assurance that statements of forward-looking information, although considered reasonable by RDT management at the time of preparation, will prove to be accurate as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Actual results and future events could differ materially from those anticipated in such forward-looking statements. Readers should not place undue reliance on forward-looking statements. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.