Pharmacorp Rx closes $23-million bought deal offering

Mr. Alan Simpson reports PHARMACORP ANNOUNCES CLOSING OF C$23 MILLION BOUGHT DEAL PUBLIC OFFERING Pharmacorp Rx Inc. has closed its previously announced bought deal public offering co-led by Canaccord Genuity Corp. and Acumen Capital Finance Partners Ltd., and including Raymond James Ltd., iA Private Wealth Inc. and Bloom Burton Securities Inc., pursuant to which the underwriters purchased, on a bought deal basis, 54,855,000 units in the capital of the company at a price of 42 cents per unit for aggregate gross proceeds to the company of approximately $23.0-million, which includes the full exercise of the overallotment option. Each unit consists of one common share in the capital of the company and one-half of one common share purchase warrant of the company. Each whole warrant entitles the holder thereof to acquire one common share at an exercise price per common share of 50 cents until Nov. 12, 2027. The company has applied, and received conditional approval, to list the warrants on the TSX Venture Exchange under the symbol PCRX.WT. Listing of the warrants will be subject to final TSX-V acceptance and the company fulfilling all of the listing requirements of the TSX-V. The net proceeds from the offering will be used for future acquisition opportunities and general working capital requirements. Directors and officers of the company participated in the offering and were issued an aggregate of 3,762,010 units, and the purchases are considered a related party transaction for the purposes of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. The company has determined that exemptions from the various requirements of the related party policies are available in connection with the offering pursuant to Section 5.5(b) (Issuer Not Listed on Specified Markets) and Section 5.7(a) (Fair Market Value Not More Than 25 Per Cent of Market Capitalization) of MI 61-101, respectively. No new insiders were created, nor has any change of control occurred, as a result of the offering. In consideration for the services provided by the underwriters in connection with the offering, the company paid the underwriters a cash commission equal to 6.0 per cent of the gross proceeds of the offering (other than from the sale of units to purchasers on the president's list, for which a 3.0-per-cent commission was paid, and other than from sales to certain insiders of the company and of PharmaChoice Canada Inc., for which no commission was paid), for an aggregate of $1,134,633. In addition, the company issued to the underwriters an aggregate of 2,026,130 broker warrants, with each broker warrant exercisable at any time up to Nov. 12, 2026, to acquire one unit, at an exercise price of 42 cents per unit. The units issued under the offering were offered by way of a prospectus supplement dated Nov. 7, 2025, to the company's short form base shelf prospectus dated Oct. 14, 2025, filed with the securities commissions or securities regulatory authorities in each of the provinces of Canada, except Quebec. Copies of the prospectus supplement and the base shelf prospectus may be obtained on SEDAR+, and from Canaccord Genuity Corp. at [email protected] or Acumen Capital Finance Partners Ltd. at [email protected]. The prospectus supplement and the base shelf prospectus contain important detailed information about the company and the offering. About Pharmacorp Rx Inc. Pharmacorp is a Canadian pharmacy acquisition and ownership platform focused on empowering pharmacists as equity partners and supporting succession for retiring pharmacy owners. Through a combination of capital, strategic support and operational expertise, Pharmacorp is building a national network of community pharmacies under the PharmaChoice Canada banner. Pharmacorp currently operates seven PharmaChoice Canada bannered pharmacies, and will continue to acquire both PharmaChoice Canada bannered and independent pharmacies across Canada, rebranding non-bannered locations under the PharmaChoice Canada platform in accordance with its partnership with PharmaChoice Canada. Pharmacorp shares trade on the TSX Venture Exchange under the symbol PCRX. Pharmacorp actively welcomes discussions with pharmacy owners considering succession or sale. We seek Safe Harbor.