SureNano Announces Non-Binding Letter of Intent to Negotiate Proposed Transaction of GlucaPharm Inc. for GLP-1 Drug Development

Rhea-AI Summary

SureNano (OTCQB: SURNF) entered a non-binding letter of intent dated November 19, 2025 to pursue a proposed share-exchange acquisition of GlucaPharm, a private BC company that holds rights to Syracuse University’s GEP-44 GLP-1 compound and related IP.

The LOI permits due diligence, mutual exclusivity and sets that GlucaPharm shareholders are expected to own under 20% of SureNano post-closing, subject to a Definitive Agreement, regulatory and third-party approvals and completion of customary due diligence. No guarantee of closing was given.

Separately, SureNano previously announced a private placement up to $1,250,000 (up to 10,000,000 units at $0.125 each) with warrants exercisable at $0.35 for 24 months and an acceleration provision if CSE price exceeds $0.50.

Positive

• Acquisition targets exclusive rights to GEP-44 GLP-1 intellectual property
• Proposed deal would give SureNano 100% of GlucaPharm via share exchange
• GlucaPharm shareholders expected to own under 20% of SureNano post-close

Negative

• Private Placement could issue up to 10,000,000 units, diluting shareholders
• Warrants exercisable at $0.35 for 24 months with acceleration at $0.50
• Proposed Transaction subject to due diligence and approvals; no guarantee of closing

Vancouver, British Columbia--(Newsfile Corp. - November 19, 2025) - SureNano Science Ltd. (CSE: SURE) (OTCQB: SURNF) (the "Company" or "SureNano") is pleased to announce it has entered into a non-binding letter of intent (the "LOI") with GlucaPharm Inc. ("GlucaPharm"), to conduct legal, technical and financial due diligence on GlucaPharm and its license to the intellectual property as described below (the "Proposed Transaction"). If the Company elects to proceed following the conclusion of its due diligence, the parties shall negotiate and enter into a definitive binding agreement (the "Definitive Agreement"). The LOI contains both binding and non-binding terms, the former including mutual confidentiality and due diligence access rights, each party bears own expenses and mutual exclusivity of negotiations, and the non-binding terms relating to the substantive terms of the Proposed Transaction share exchange terms.

GlucaPharm is a privately held BC Corporation and holds exclusive rights to develop Syracuse University's GEP-44 GLP-1 pharmaceutical patent protected compound discovery and technology. GEP-44 is a novel compound that addresses diabetes and weight loss, similar to current in-market GLP-1s such as Ozempic, but targeting no-needle administration method and superior tolerability, including reduced side effects most experienced by leading in-market drugs such as nausea and gastrointestinal issues. GEP-44 is a triple antagonist with strong preclinical results, patents filed, academic validation and market exploration underway, poised to transform the treatment of obesity and diabetes worldwide.

Proposed Transaction Overview
The Proposed Transaction is expected to be structured as a share exchange pursuant to which SureNano will acquire 100% of the issued and outstanding common shares in the capital of GlucaPharm through the issuance of an aggregate number of common shares to GlucaPharm shareholders, to be agreed upon subject to completion of Due Diligence, in the capital of SureNano (the "SureNano Shares") upon closing of the Proposed Transaction via a share exchange agreement. Following the closing, it is expected that GlucaPharm shareholders will collectively own under 20% of the issued and outstanding SureNano Shares.

The LOI sets out certain terms and conditions pursuant to which the Proposed Transaction will be completed. The Proposed Transaction remains subject to certain closing conditions, including, without limitation: (a) the completion of customary due diligence; (b) the negotiation and execution of a Definitive Agreement; and (c) the receipt of all required regulatory and third-party approvals and, if applicable, the approval of the GlucaPharm shareholders. There can be no guarantees that the Proposed Transaction will be completed as contemplated, or at all.

Upon the execution of a Definitive Agreement between SureNano and GlucaPharm, the Company will issue a subsequent news release containing the details of the Definitive Agreement and any additional terms of the Proposed Transaction.

Finder's fees may be payable in connection with the Proposed Transaction, all in accordance with the policies of the Canadian Securities Exchange.

SureNano Private Placement
On November 5, 2025, the Company announced its intention to complete a private placement for proceeds of up to $1,250,000 (the "Private Placement") which will consist of the sale of up to 10,000,000 units (each a "Unit") at a price of $0.125 per Unit. Each Unit will be comprised of one common share (a "Common Share") and one Common Share purchase warrant (each a "Warrant"), with each Warrant entitling the holder thereof to acquire one Common Share in the capital of the Company at a price of $0.35 per Common Share for a period of 24 months from the date of issuance. The Warrants will be subject to an acceleration provision, such that if at any time after the date that is four months and one day after the closing, the Company's Shares trade on the Canadian Securities Exchange (the "CSE") at a closing price of $0.50 or greater per Share for a period of ten (10) consecutive trading days, the Company may accelerate the expiry of the Warrants by giving notice to the holders thereof and, in such case, the Warrant will expire on the thirtieth (30th) day after the date of such notice. Refer to SureNano press release dated November 5, 2025, for further details on the Private Placement announcement.

The Company intends to use proceeds of the Private Placement for operating expenses, including legal and audit fees, general working capital, expenses related to exploring new markets for its SureNano^TM surfactant, and to investigate complementary industries including but not limited to GlucaPharm. The negotiations to acquire GlucaPharm and the Private Placement are not interdependent.

About SureNano Science Ltd.:
The business of SureNano Science Ltd. is the sale and distribution of the SureNano™ surfactant, which is a ready-to-mix food grade compound that provides the base for high performance nanoemulsions to create incredibly homogeneous and stable products while maximizing bioavailability, clarity, and taste. The Company has an exclusive license to distribute the SureNano^TM surfactant within Canada; Oklahoma, USA; and Colorado, USA.

ON BEHALF OF SURENANO SCIENCE LTD.

"Charles MaLette"
CEO, President, Director & Secretary
T: 604-428-5171
E: info@surenano.com

Forward-Looking Information:
This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of SureNano. Forward-looking information is based on certain key expectations and assumptions made by the management of SureNano. In some cases, you can identify forward-looking statements by the use of words such as “will,” “may,” “would,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “could” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Forward-looking statements in this press release include that a) SureNano will acquire 100% of the issued and outstanding common shares in the capital of GlucaPharm, b) the Proposed transaction will be completed, c) the Private Placement will be completed as disclosed, d) finders fees may be paid, e) the Warrants may be accelerated, and f) that GlucaPharm shareholders will hold under 20% of the issued and outstanding shares of SureNano. Although SureNano believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because SureNano can give no assurance that they will prove to be correct.

The Canadian Securities Exchange (CSE) has not reviewed and does not accept responsibility for the adequacy or the accuracy of the contents of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/275199

FAQ

What did SureNano (SURNF) announce on November 19, 2025?

SureNano announced a non-binding LOI to pursue a proposed share-exchange acquisition of GlucaPharm and due diligence on GEP-44 IP.

How would the GlucaPharm deal affect ownership of SureNano (SURNF)?

The LOI states GlucaPharm shareholders are expected to collectively own under 20% of SureNano shares after closing.

What are the key Private Placement terms announced by SureNano (SURNF)?

Private Placement up to $1,250,000, up to 10,000,000 units at $0.125 each; each unit includes one share and one warrant.

What are the warrant exercise and acceleration details for SureNano (SURNF)?

Warrants exercisable at $0.35 for 24 months; issuer may accelerate expiry if CSE share price ≥ $0.50 for 10 consecutive trading days.

Is the GlucaPharm acquisition of SureNano (SURNF) finalized?

No; the LOI is non-binding on substantive terms and the transaction requires due diligence, a Definitive Agreement, and regulatory approvals.