Pharmadrug firms up deal to acquire 40% of Canurta

Dr. David Kideckel reports PHARMADRUG SIGNS DEFINITIVE AGREEMENT TO ACQUIRE EQUITY INTEREST IN CANURTA INC Pharmadrug Inc. has executed a definitive securities exchange agreement with Canurta LP and each of the limited partners of Canurta, the parent entity of Canurta Inc., a biotechnology company pioneering novel botanical therapeutics for inflammatory and neurodegenerative diseases. Dr. David Kideckel, executive chairman of Pharmadrug, commented: "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 chief executive officer of Canurta, added: "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." Under the definitive agreement, Pharmadrug will acquire up to a 40-per-cent equity interest in Canurta, to be completed in two tranches through the issuance of an aggregate of 83,645,316 common shares of Pharmadrug at a deemed price equal to the 20-day volume-weighted average price immediately prior to each closing. Pursuant to the definitive agreement, at the first closing, Pharmadrug will acquire 8,109,987 limited partner units of Canurta (representing 20 per cent of the outstanding LP units) in exchange for 25.98 million PHRX shares on or about Nov. 10, 2025. At the second closing, Pharmadrug will acquire 8,191,495 LP units (representing 20 per cent of the outstanding LP units) in exchange for 57,665,316 PHRX shares on or before Jan. 31, 2026 (the second tranche), subject to shareholder approval pursuant to the policies of the Canadian Securities Exchange (the CSE). Pharmadrug expects to hold a shareholder meeting to approve the issuance of PHRX shares in connection with the second tranche in early January, 2026. Details of the meeting and the matters to be voted on will be provided in a management information circular to be mailed to shareholders in accordance with applicable securities laws. Upon completion of both tranches, Pharmadrug will hold a 40-per-cent interest in Canurta, and Canurta will hold approximately 44 per cent of Pharmadrug's issued and outstanding shares on a pro forma basis. The transaction is being completed on an arm's-length basis. No finders' fees are payable. The definitive agreement includes customary representations and warranties and a recission right that allows Canurta's limited partners to require the return of their transferred LP units if defined milestones are not met within agreed-upon timelines. In such case, the corresponding PHRX shares previously issued would be returned to treasury for cancellation, restoring the preclosing ownership structure. The recission right expires no later than March 1, 2026. As part of the transaction, Canurta will advance $85,000 to Pharmadrug at each closing by way of a forgivable promissory note bearing interest at 12 per cent per annum to support working capital requirements. Completion remains subject to customary closing conditions, including Canadian Securities Exchange approval and receipt of all required shareholder and regulatory approvals. About Canurta Inc. Canurta is an innovative biotechnology company dedicated to pioneering botanical therapeutics for inflammatory and neurodegenerative diseases. Utilizing its proprietary Polykye platform, Canurta develops rare bioactive botanical ingredients and multitarget formulations designed to address complex disease mechanisms with clinical rigour. The company's lead candidate, CNR-401, is advancing toward phase 2 clinical trials targeting Amyotrophic Lateral Sclerosis (ALS), with a parallel strategy incorporating real-world evidence initiatives to accelerate global regulatory approval. About Akeem Gardner Akeem Gardner is the founder and CEO of Canurta Inc., a biotechnology company pioneering botanical therapeutics for inflammatory and neurological diseases. With a unique blend of entrepreneurial vision, scientific insight and legal expertise, Mr. Gardner has led Canurta to secure more than $13-million in combined equity, convertible debt and non-dilutive funding, while building a portfolio of over 20 global patents. His leadership combines strategic capital management with innovation in biotech and emerging technologies, including AI and blockchain integration. Recognized among Canada's Life Sciences 40 Under 40, Brampton's 40 Under 40, and as an MNP Future Leader, Mr. Gardner remains committed to advancing breakthrough therapies that address complex inflammatory and neurodegenerative diseases. About Pharmadrug Inc. Pharmadrug is a specialty pharmaceutical company focused on the research, development and commercialization of controlled-substances and natural medicines such as psychedelics and previously approved drugs. Pharmadrug owns 51 per cent of Sairiyo Therapeutics, a biotech company that specializes in researching and reformulating established natural medicines with a goal of bringing them through clinical trials and the associated regulatory approval process in the United States and Europe. Sairiyo is currently developing its patented reformulation of cepharanthine, a drug that has shown substantial third party validated potential for the treatment of infectious disease and rare cancers. Sairiyo is also conducting R&D (research and development) in the psychedelics space for the treatment of non-neuropsychiatric conditions. We seek Safe Harbor.