PharmaDrug Signs Definitive Agreement to Acquire Equity Interest in Canurta Inc

Rhea-AI Summary

PharmaDrug (OTC: LMLLF) executed a definitive securities exchange agreement to acquire up to a 40% equity interest in Canurta in two tranches via issuance of an aggregate 83,645,316 PHRX shares at the 20‑day VWAP prior to each closing.

The first closing will exchange 8,109,987 Canurta LP units for 25,980,000 PHRX shares on or about Nov 10, 2025. The second closing will exchange 8,191,495 LP units for 57,665,316 PHRX shares on or before Jan 31, 2026, subject to Canadian Securities Exchange and shareholder approval; a shareholder meeting is expected in early Jan 2026.

On completion, Canurta would hold ~44% of PharmaDrug pro forma. The deal includes a recission right expiring by Mar 1, 2026 and forgivable promissory notes of $85,000 at each closing bearing 12% interest to support working capital.

Positive

• 40% equity stake in Canurta upon completion
• Issuance tied to 20‑day VWAP (market‑referenced pricing)
• Canurta to provide $85,000 forgivable note at each closing

Negative

• Aggregate 83,645,316 PHRX shares issued, creating significant dilution
• Canurta would hold ~44% of PharmaDrug on a pro forma basis
• Second tranche requires CSE and shareholder approval (execution risk)
• Recission right may reverse ownership and cancel issued shares by Mar 1, 2026

Toronto, Ontario--(Newsfile Corp. - October 30, 2025) - PharmaDrug Inc. (CSE: PHRX) (OTC Pink: LMLLF) ("PharmaDrug" or the "Company"), a specialty pharmaceutical company focused on the research, development and commercialization of natural medicines is pleased to announce that it has executed a definitive securities exchange agreement (the "Definitive Agreement") with Canurta Limited Partnership ("Canurta") 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 CEO 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% 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 (the "Transaction").

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% 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% 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% interest in Canurta, and Canurta will hold approximately 44% of PharmaDrug's issued and outstanding shares on a pro forma 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"). 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 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.

About Canurta Inc.

Canurta Inc 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 multi-target formulations designed to address complex disease mechanisms with clinical rigor. The company's lead candidate, CNR-401, is advancing towards 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, Akeem 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, Akeem 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% of Sairiyo Therapeutics ("Sairiyo"), 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 US 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 in the psychedelics space for the treatment of non-neuropsychiatric conditions.

For further information, please contact:

Dr. David Kideckel, Executive Chairman
kideckel.david@gmail.com

Caution Regarding Forward-Looking Information:

THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED NOR DOES IT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results of the Company. Forward-looking statements in this press release relate the Transaction, the issuance of PHRX Shares, the holding of the Shareholder Meeting, the entering into the Definitive Agreement relating to the Transaction, the business of Canurta and the development of the Company's business. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; the actual results of the Company's future operations; competition; changes in legislation affecting the Company; the ability to obtain and maintain required permits and approvals, the timing and availability of external financing on acceptable terms; lack of qualified, skilled labour or loss of key individuals..

A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company's disclosure documents on the SEDAR+ website at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

The Company's securities have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. Persons", as such term is defined in Regulations under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, are subject to change after such date. However, the Company expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/272551

FAQ

What stake will PharmaDrug (LMLLF) acquire in Canurta and when?

PharmaDrug will acquire up to a 40% equity interest in two tranches, first on or about Nov 10, 2025 and second on or before Jan 31, 2026.

How many PHRX shares will PharmaDrug issue for the Canurta transaction?

PharmaDrug will issue an aggregate of 83,645,316 PHRX shares across both tranches, priced at the 20‑day VWAP prior to each closing.

What shareholder approvals does PharmaDrug (LMLLF) need for the Canurta deal?

The second tranche issuance is subject to Canadian Securities Exchange approval and shareholder approval expected at a meeting in early January 2026.

What are the main risks to PharmaDrug shareholders from the Canurta agreement?

Key risks include share dilution (83.6M shares), Canurta holding ~44% pro forma, and the transaction being reversible under a recission right through Mar 1, 2026.

Will Canurta provide financing as part of the PharmaDrug transaction?

Yes. Canurta will advance $85,000 to PharmaDrug at each closing via a forgivable promissory note bearing 12% interest to support working capital.