Rakovina Therapeutics Inc. (Formerly Vincero Capital Corp.) Announces Closing of Qualifying Transaction

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./

VANCOUVER, BC, March 25, 2021 /CNW/ - Rakovina Therapeutics Inc. (formerly Vincero Capital Corp.) (the "Company" or "Rakovina") (TSXV: VCO.P) is pleased to announce that pursuant to the business combination agreement dated August 28, 2020, as amended from time to time, between the Company and NewGen Therapeutics, Inc. ("NewGen"), the Company has completed its previously announced qualifying transaction (the "Qualifying Transaction") with Rakovina Therapeutics Inc. ("Subco"), as described in the Company's press releases dated May 27, 2020, August 31, 2020, November 10, 2020, December 23, 2020, January 28, 2021, March 16, 2021 and March 19, 2021.

The common shares of the Company are expected to begin trading as a Tier 2 Issuer on the TSX Venture Exchange ("TSXV") under the symbol "RKV" on or about Thursday, April 1, 2021.

Further to the Company's press release on March 16, 2021, Subco completed an additional tranche of its private placement (the "Private Placement") of subscription receipts (each, a "Subscription Receipt") at a price of $0.20 per Subscription Receipt for aggregate additional gross proceeds of $147,000 from the sale of an additional 735,000 Subscription Receipts. The Company is pleased to report that, in aggregate, gross proceeds of $4,565,900 have been raised pursuant to the completion of the Private Placement.

Immediately prior to the closing of the Qualifying Transaction, each of the 22,829,500 Subscription Receipts issued pursuant to the Private Placement were automatically converted, without any further action or consideration on the part of the holders, into one unit of Subco (a "Unit"). Each Unit consisted of one Subco share and one half of a Subco warrant. Each warrant entitled the holder thereof to purchase one Subco share at an exercise price of $0.40 per Subco share for a period of 24 months. Upon closing of the Qualifying Transaction, all Subco shares were exchanged for shares of the Company and all Subco warrants were replaced by warrants of the Company on the same terms.

As described in the Company's filing statement dated March 17, 2021 available under the Company's profile on SEDAR at www.sedar.com (the "Filing Statement"), certain of the common shares of the Company are subject to escrow requirements in accordance with TSXV Policy 5.4 – Escrow, Vendor Considerations and Resale Restrictions.

Following the completion of the Qualifying Transaction, the board of directors of the Company is now comprised of Jeffrey Bacha, Dennis Brown, Michael Liggett and Alfredo De Lucrezia; and the executive officers are Jeffrey Bacha (Executive Chairman), Mads Daugaard (President & CSO), John Langlands (COO) and David Hyman (CFO & Corporate Secretary).

In connection with the completion of the Qualifying Transaction, the following corporate actions were completed: (i) the Company changed its name to Rakovina Therapeutics Inc.; and (ii) the company formerly known as Subco amalgamated with 1260541 B.C. Ltd. and became a wholly-owned subsidiary of the Company and was renamed Rakovina Research Ltd.

About the Company

Rakovina's focus is the development of new cancer treatments based on novel DNA-damage response technologies. The Company's initial research activities focus primarily around the kt-2000 series of PARP inhibitors, acquired by Subco from NewGen pursuant to the Qualifying Transaction. The Company has also established a pipeline of DNA-damage response inhibitors with the goal of advancing one or more drug candidates into human clinical trials and obtaining marketing approval for new cancer therapeutics from Health Canada, the United States Food and Drug Administration and similar international regulatory agencies.

Additional Information

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The Company's common shares are currently halted from trading and will remain halted until further notice. In connection with the Qualifying Transaction and pursuant to TSXV requirements, the Company has filed the Filing Statement on SEDAR (www.sedar.com), which contains details regarding the Qualifying Transaction, the amalgamation, the private placement, NewGen and the Company. Further details regarding the Qualifying Transaction are disclosed in the Company's press releases dated May 27, 2020, August 31, 2020, November 10, 2020, December 23, 2020, January 28, 2021, March 16, 2021 and March 19, 2021.

The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the content of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

The information contained or referred to in this press release relating to NewGen has been furnished by NewGen. Although the Company has no knowledge that would indicate that any statement contained herein concerning NewGen is untrue or incomplete, neither the Company nor any of its respective directors or officers assumes any responsibility for the accuracy or completeness of such information. Investors are cautioned that, except as disclosed in the Filing Statement, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon.

Notice regarding forward-looking statements:

This release includes forward-looking statements regarding the Company and its respective business, which may include, but is not limited to, statements with respect to the proposed business plan of the Company and other statements. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of the Company. The forward-looking events and circumstances discussed in this release, including the trading of the Company's securities on the TSXV, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including risks regarding the medical device industry, economic factors, regulatory factors, the equity markets generally and risks associated with growth and competition. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. '

SOURCE Rakovina Therapeutics Inc.