Pharmadrug firms up deal to acquire 40% of Canurta

Executive Summary

• Pharmadrug Inc. has signed a definitive securities exchange agreement to acquire up to a 40% equity interest in Canurta Inc. (via its parent entity Canurta LP) through the issuance of common shares.
• The transaction is structured in two tranches: the first closing involves acquiring 20% of Canurta LP units for ~26 million PHRX shares, and the second closing involves acquiring the remaining 20% for ~57.7 million PHRX shares, subject to shareholder approval.
• Canurta will hold approximately 44% of Pharmadrug's issued and outstanding shares on a pro forma basis upon completion, and the deal includes a recission right if specific milestones are not met by March 1, 2026.

Key Details

• Transaction Structure: Pharmadrug acquires up to 40% of Canurta Inc. via a securities exchange agreement with Canurta LP and its limited partners.
• Share Issuance: Total of 83,645,316 common shares of Pharmadrug (PHRX) to be issued at a deemed price equal to the 20-day volume-weighted average price (VWAP) immediately prior to each closing.
• First Closing:
  • Date: On or about November 10, 2025.
  • Consideration: 25,980,000 PHRX shares.
  • Asset Acquired: 8,109,987 limited partner units of Canurta (representing 20% of outstanding LP units).
• Second Closing:
  • Date: On or before January 31, 2026.
  • Consideration: 57,665,316 PHRX shares.
  • Asset Acquired: 8,191,495 LP units (representing 20% of outstanding LP units).
  • Condition: Subject to shareholder approval per Canadian Securities Exchange (CSE) policies.
• Pro Forma Ownership: Upon completion, Canurta will hold approximately 44% of Pharmadrug's issued and outstanding shares.
• Recission Right: Canurta’s limited partners have the right to require the return of transferred LP units if defined milestones are not met within agreed timelines. In such cases, PHRX shares are returned to treasury for cancellation. This right expires no later than March 1, 2026.
• Working Capital Support: Canurta will advance $85,000 to Pharmadrug at each closing via a forgivable promissory note bearing 12% annual interest.
• Fees: No finders' fees are payable.
• Closing Conditions: Subject to customary conditions, including CSE approval and receipt of required shareholder and regulatory approvals.

Notable Quotes

• Dr. David Kideckel, Executive Chairman of Pharmadrug: "Executing the definitive agreement with Canurta represents a major milestone in our strategy to expand Pharmadrug's biotechnology footprint through innovative botanical drug development. This partnership enhances our clinical pipeline and supports our long-term growth objectives."
• Akeem Gardner, Founder and CEO of Canurta: "This agreement formalizes our collaboration with Pharmadrug to advance CNR-401 and other pipeline assets. We look forward to leveraging Pharmadrug's public market platform to scale Canurta's research and deliver value for patients and shareholders."