Hydreight closes acquisition of 5% of Perfect Scripts

Mr. Shane Madden reports HYDREIGHT TECHNOLOGIES ACQUIRES 5% EQUITY STAKE IN PERFECT SCRIPTS, LLC, WITH OPTION TO INCREASE UP TO 40%, AND ESTABLISHES STRATEGIC PARTNERSHIP Further to the news releases dated July 14, 2025, and Sept. 2, 2025, Hydreight Technologies Inc. has closed the previously announced transaction with Perfect Scripts LLC, an arm's-length limited liability company based in Texas, in respect of a strategic partnership. On closing: (a) Hydreight acquired an initial 5-per-cent membership interest in Perfect Scripts in consideration for 2.25 million common shares in the capital of Hydreight, with each Hydreight compensation share issued at a deemed price of $2.30 per share; (b) Hydreight and Perfect Scripts agreed to partner to start a 503B pharmacy in the United States; (c) Hydreight will receive the lowest pricing for all products sold or made available by Perfect Scripts or its subsidiaries; and (d) Hydreight has been granted a right to: (i) maintain its pro rata interest in the outstanding membership interests of Perfect Scripts; and (ii) acquire an aggregate up-to-40-per-cent interest in the outstanding membership interests of Perfect Scripts, subject to certain conditions. In connection with the closing, Hydreight and Perfect Scripts amended the definitive agreement dated Sept. 1, 2025, in respect of the transaction to set restrictions on the number of common shares of Hydreight issuable in connection with any exercise of the pro rata investment right and the up-to-40-per-cent option, whereby Hydreight agreed: (a) not to issue more than 12 million Hydreight shares to Perfect Scripts in total (not including the Hydreight compensation shares); and (b) not to issue Hydreight shares to Perfect Scripts, if, after such issuance, Perfect Scripts would own more than 9.9 per cent of the issued and outstanding Hydreight shares at any time. The company paid a cash finder's fee of $258,750, representing 5 per cent of the deemed value of the transaction, to a finder in connection with the transaction. The Hydreight compensation shares: (i) vest in 25-per-cent increments every 1.5 months and will be fully vested on the date that is six months following the date of issuance; and (ii) are subject to a restriction on sale pursuant to which Perfect Scripts may sell a maximum number of Hydreight compensation shares as is equal to 5 per cent of the five-day average daily trading volume of the common shares of Hydreight on the TSX Venture Exchange for the immediately prior five trading days. The Hydreight compensation shares have been issued under prospectus exemptions pursuant to National Instrument 45-106 (Prospectus Exemptions) of the Canadian Securities Administrators and in reliance upon exemptions from U.S. federal and state registration requirements, are subject to a statutory hold period of four months in accordance with applicable Canadian securities laws and other hold periods in accordance with applicable U.S. securities laws, and will bear legends to this effect. Perfect Scripts is the parent company of PerfectRx LLC and PerfectionRx LLC, and owns: Its proprietary technology, PerfectOS; and PerfectRx is a 503A retail dispensing pharmacy based in Iowa with a large pharmacy and data analytic team. PerfectionRx operates out of a 30,000-square-foot licensed pharmacy and distribution centre in Florida. PerfectRx is a nationally licensed, HIPAA-compliant mail order pharmacy operating in all 50 states, capable of shipping brand name, 503A and 503B compounded medications directly to patients. Using its proprietary PerfectOS platform, the company offers digital prescription intake, automated accuracy checks, and real-time inventory and shipping integration. PerfectRx currently can process over 150,000 prescriptions per day, with scalable infrastructure to handle demand surges. Shane Madden, chief executive officer of Hydreight, commented: "This strategic deal locks in a rock-solid pillar for Hydreight's next stage of growth. By controlling production, distribution and pricing for key pharmaceuticals, we're boosting our pharmacy margins, securing a consistent supply chain and deepening our defensibility with true vertical integration. It's real barriers to entry, more margin and stronger economics for every partner and licensee on our platform. The addition of a 50-state 503A pharmacy puts us firmly in the driver's seat on patient-specific meds with full compliance. Bottom line: This is more margin, more protection and more upside -- the kind of infrastructure that expands our product lineup and positions Hydreight for a stronger valuation multiple. It's another big step forward in our mission to transform access to modern health care. As per Forbes, It forecasts the U.S. compounding pharmacy sector at $6.31-billion in 2024, projected to reach $10.76-billion by 2033." Brandon Rainone, founder and managing member of Perfect Scripts, said: "We're very happy to be partnering with Hydreight and VSDHOne. Hydreight offers a unique and comprehensive legal and technology framework that we believe represents the future of personal care and the only truly compliant way to access pharmaceutical products." The company also announces that, further to its news release dated Sept. 8, 2025, it has elected not to proceed with the proposed acquisition of the Dynamic IV therapy support artificial intelligence agent from Auxano One LLC, and the parties have terminated the letter of intent dated Sept. 5, 2025, in respect of this proposed transaction. About Hydreight Technologies Inc. Hydreight is building one of the largest mobile clinic networks in the United States. Its proprietary, fully integrated platform hosts a network of over 2,500 nurses, over 100 doctors and a pharmacy network across 50 states. The platform includes a built-in, easy-to-use suite of fully integrated tools for accounting, documentation, sales, inventory, booking and managing patient data, which enable licensed health care professionals to provide services directly to patients at home, office or hotel. Hydreight is bridging the gap between provider compliance and patient convenience, empowering nurses, med spa technicians and other licensed health care professionals. The Hydreight platform allows health care professionals to deliver services independently, on their own terms, or to add mobile services to existing location-based operations. Hydreight has a 503B pharmacy network servicing all 50 states, and is closely affiliated with a U.S. certified e-script and telemedicine provider network. We seek Safe Harbor.