PharmaDrug Inc has executed a definitive securities exchange agreement (the Definitive Agreement) with Canurta and each of the limited partners of Canurta, the parent entity of Canurta Inc.

Dr David Kideckel, Executive Chairman, 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.”

Under the Definitive Agreement, PharmaDrug will acquire up to a 40 percent equity interest in Canurta, to be completed in two tranches through the issuance of an aggregate of 83,645,316 common shares of PharmaDrug (PHRX Shares) at a deemed price equal to the 20-day volume-weighted average price immediately prior to each closing.

Akeem Gardner, Founder and CEO, Canurta, added, “This agreement formalises 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.”

Pursuant to the Definitive Agreement, at the first closing, PharmaDrug will acquire 8,109,987 limited partner units of Canurta (the LP Units) (representing 20 percent of the outstanding LP Units) in exchange for 25,980,000 PHRX Shares on or about November 10, 2025. At the second closing, PharmaDrug will acquire 8,191,495 LP Units (representing 20 percent of the outstanding LP Units) in exchange for 57,665,316 PHRX Shares on or before January 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 (the “Shareholder Meeting“) 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 percent interest in Canurta, and Canurta will hold approximately 44 percent of PharmaDrug’s issued and outstanding shares on a proforma basis. The transaction is being completed on an arm’s-length basis. No finder’s 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 pre-closing ownership structure (the Recission Right), which expires no later than March 1, 2026.

As part of the Transaction, Canurta will advance USD 85,000 to PharmaDrug at each closing by way of a forgivable promissory note bearing interest at 12 percent per annum to support working capital requirements. Completion remains subject to customary closing conditions, including CSE approval and receipt of all required shareholder and regulatory approvals.