PreveCeutical Medical and BioGene Therapeutics Announce Closing of Plan of Arrangement

Executive Summary

• The previously announced plan of arrangement between PreveCeutical Medical Inc. and BioGene Therapeutics Inc. became effective on November 25, 2025.
• PreveCeutical’s existing common shares were renamed as Class A common shares and exchanged for one new voting share plus 0.02 shares of the newly spun‑off BioGene, resulting in shareholders now holding equity in both companies.
• The spin‑off creates two focused entities: BioGene will pursue a Dual Gene Therapy program, while PreveCeutical will continue developing preventive and curative organic‑based therapies.

Key Details

• Effective Date: November 25, 2025 (following shareholder approval on October 10, 2025 and Supreme Court order on October 17, 2025).
• Share Exchange Ratio: Each PreveCeutical Class A Share → 1 New PreveCeutical Share + 0.02 BioGene Spinout Shares.
• Resulting Ownership: Former PreveCeutical shareholders now own shares in both PreveCeutical (new voting class) and BioGene (12,000,000 total spin‑off shares).
• Corporate Structure Changes:
• Existing common shares renamed “Class A” and redesignated.
• New voting common share class created (“New PreveCeutical Share”).
• Strategic Focus Post‑Spin‑Off:
• BioGene Therapeutics Inc.: Development of Dual Gene Therapy program for diabetes, obesity, and related indications.
• PreveCeutical Medical Inc.: Continued development of five R&D programs including dual gene therapy, Sol‑gel platform, Nature Identical™ peptides, non‑addictive analgesic peptides, and concussion therapeutic product.
• Approvals: Shareholder approval at annual general and special meeting (Oct 10, 2025); final court order by Supreme Court of British Columbia (Oct 17, 2025).

Notable Quotes

• “On behalf of the Board of Directors of PreveCeutical, Stephen Van Deventer, Chairman and Chief Executive Officer.” – Sign‑off indicating executive endorsement of the arrangement.