Toronto, Ontario--(Newsfile Corp. - January 21, 2026) - Apolo V Acquisition Corp. (TSXV: AFV.P) ("Apolo V" or the "Company") and TelyRx, Inc. ("TelyRx"), a vertically integrated technology enabled healthcare and pharmacy services company, are pleased to announce they have entered into a business combination agreement dated January 19, 2026 (the "Business Combination Agreement"), among others, to complete a go-public transaction for TelyRx (the "Proposed Transaction") that will constitute Apolo V's "Qualifying Transaction" (the "Qualifying Transaction") under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSXV"). In this press release, Apolo V, as it will exist after the completion of the Proposed Transaction, is referred to as the "Resulting Issuer".

Summary of the Proposed Transaction

Pursuant to the Business Combination Agreement:

• Apolo V will amend its share capital (the "Share Capital Reorganization") such that the common shares of Apolo V (the "Apolo Shares") will be known as subordinate voting shares ("SVS") and an additional class of shares, known as proportionate voting shares ("PVS") will be created, as described below. Each SVS will entitle the holder to one vote per share and each PVS will entitle the holder to the number of votes equal to the number of SVS into which each PVS is convertible (namely 100 SVS).

• Apolo V will consolidate (the "Consolidation") the Apolo Shares within a range between one post-consolidation Apolo Share for every 45 pre-consolidation Apolo Share and one post-consolidation Apolo Share for every 60 pre-consolidation Apolo Shares. It is currently expected that the consolidation will be on a 45:1 basis. Each Apolo Share will have a deemed value of C$0.15 per share on a pre-Consolidation basis.

• Following the Consolidation approximately 37 million SVS (on an as converted basis) will be issued to former TelyRx shareholders (i.e. not including the subscription receipt holders), and another approximately 3 million SVS (on an as converted basis) will be issued to a TelyRx warrantholder for cashless exercise of warrants. A subsequent press release with definitive details will follow.

• Apolo V will change its name to "TelyRx Holdings Inc.", or such other name designated by TelyRx and that is acceptable to the regulatory authorities.

• A wholly-owned subsidiary of Apolo V will merge with and into TelyRx and the shareholders of TelyRx will become shareholders of the Resulting Issuer (the "Merger"). The Resulting Issuer will issue SVS and PVS to the shareholders of TelyRx, with the allocation determined in accordance with their jurisdiction of residence.

• Additionally, another wholly-owned subsidiary of Apolo V will amalgamate with Finco (as defined below) and the shareholders of Finco (which will be the investors in the Private Placement, as defined below) will receive SVS of the Resulting Issuer on a one for one basis.

Following the Proposed Transaction (assuming the completion of the Private Placement), each of Jordan Atkins, Fred Frank and Benjamin Atkins will directly or indirectly, exercise control or direction over more than 10% of voting rights attached to shares of the Resulting Issuer.

The parties have made an application to the Toronto Stock Exchange (the "TSX") for the listing of the SVS on the TSX upon completion of the Proposed Transaction. Listing on the TSX will be conditional upon meeting all of the conditions of the TSX.

Terms of the Concurrent Private Placement

In conjunction with, and prior to the closing of the Proposed Transaction, a special purpose financing vehicle ("Finco") intends to complete a brokered private placement of subscription receipts (the "Subscription Receipts") for gross proceeds of approximately US$40 million (the "Private Placement"). The Private Placement is being completed by a syndicate of agents, led by Canaccord Genuity Corp. (the "Lead Agent" and together with the other members of the syndicate, the "Agents"). Each Subscription Receipt will be automatically converted into one (1) common share of Finco, which will then be exchanged for one (1) SVS under the Proposed Transaction. The Agents have been granted an option exercisable, in whole or in part, at any time and from time to time, up to 48 hours prior to the closing of the Private Placement, to arrange for the purchase of up to an additional US$6 million of Subscription Receipts (or 15.0% of the gross proceeds of the Private Placement) sold under the Private Placement at a price equal to the issue price under the Private Placement (the "Agents' Option").

In connection with the Private Placement, the Agents will receive a cash commission in an amount equal to 6% of the aggregate gross proceeds of the Private Placement (including any gross proceeds from any exercise of the Agents' Option) other than with respect to subscriptions sold to certain identified buyers (the "President's List") for which the cash commission shall be 3% of the aggregate gross proceeds as well as compensation warrants exercisable into shares of the Resulting Issuer equal to 3% of the aggregate number of securities issued under the Private Placement, inclusive of the Agents' Option, but other than with respect to subscriptions from the President's List.

A subsequent press release will be issued in connection with the Private Placement once all financing terms have been finalized, including the issue price of the Subscription Receipts.

Significant Conditions to Closing

Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, the receipt of regulatory approvals, including the approval of the TSXV of the Qualifying Transaction, completion of the concurrent Private Placement, approval of the Meeting Matters (as defined below) by the shareholder of Apolo V, approval of the Merger by shareholders of TelyRx, and certain standard closing conditions, including there being no material adverse change in the business of Apolo V or TelyRx prior to completion of the Proposed Transaction.

The Proposed Transaction is not a Non-Arm's Length Qualifying Transaction (as defined in the policies of the TSXV) and the Proposed Transaction is not subject to approval by Apolo V shareholders (other than the approval of the Meeting Matters).

About TelyRx

TelyRx is a vertically integrated technology enabled healthcare and pharmacy services company, operating a digital pharmacy platform at TelyRx.com, which serves as a secure interface for patients to connect with independent, state-licensed providers. Through this platform, residents of states in the United States of America have access to everyday medications conveniently and quickly. TelyRx fulfils prescriptions through its licensed retail pharmacies, TelyRx, LLC and TelyRx Dallas, LLC, located in Clearwater, Florida, and Dallas, Texas, respectively. TelyRx offers over 350 medications to over 97% of the population of the United States of America through its digital pharmacy platform.

History of TelyRx

TelyRx, LLC was formed in October 2022. It set out to acquire certain telehealth-related assets from Apothecare Pharmacy, LLC ("Apothecare"), a Massachusetts-based institutional pharmacy targeting the behavioral health sector in group homes and community-based settings. Apothecare primarily offered traditional pharmaceutical services such as filling, dispensing, packaging, and delivery. Unrelated to its core business, Apothecare had recently entered into a contract with a strategic multinational nutritional company concerning the exploration of a joint telehealth venture that TelyRx wished to acquire. TelyRx, LLC concluded that it would have to acquire the entire Apothecare business to assume the intended contract.

Separate and apart from Apothecare, TelyRx, LLC began developing TelyRx.com, a digital platform designed to allow patients to request their desired medication through the platform and have prescriptions fulfilled by licensed pharmacies and shipped directly to them through United States Postal Service, United Parcel Service, or FedEx. To enable the prescription component of the platform, the Company developed a network of third-party licensed independent healthcare provider practice groups across the United States of America who contract with TelyRx, Services, LLC to review the patient prescription requests through the technology enabled provider platform.

In January 2024, TelyRx, LLC launched and commercialized TelyRx.com, a technology platform providing patients with the ability to select their desired medication, request a prescription from a licensed provider, and receive the medication directly at their door without having to schedule and visit a physical provider or a brick-and-mortar pharmacy.

Having proven the sustainability of the newly created TelyRx.com technology platform, TelyRx concluded that it would sell off the traditional brick-and-mortar Apothecare pharmacy operations. In Q3 2024, TelyRx, LLC identified an unrelated third party that was in the pharmacy business in Massachusetts to become the new owner. At that time, TelyRx, LLC completed a transfer of ownership of membership interests in Apothecare to the new owner. TelyRx distributed all assets and liabilities of Apothecare to the new owner in a complete disposition on September 6, 2024.

TelyRx, Inc. was incorporated on August 19, 2024. TelyRx, Inc. acquired all of the membership units of TelyRx, LLC in exchange for TelyRx common shares on a one-for-one basis on December 31, 2024 pursuant to separate exchange and contribution agreements with each member of TelyRx, LLC, after which TelyRx, LLC became a wholly-owned subsidiary of TelyRx.

Summary of Financial Information

The following table presents selected information on the financial condition and results of operations for TelyRx. Such information is derived from the financial statements of TelyRx for the periods indicated. The information provided herein should be read in conjunction with TelyRx's financial statements, which will be contained in the filing statement to be filed on SEDAR+ in connection with the Proposed Transaction.

Summary of Proposed Directors and Officers of the Resulting Issuer

In conjunction with and upon closing of the Proposed Transaction, the board of directors of the Resulting Issuer will be comprised of up to six (6) persons nominated by TelyRx, currently proposed to include the following five (5) persons: Vanessa Slowey, Michael Handler, R. Sean Foley, Andrew Brandt, and Kenneth Bernard. Management of the Resulting Issuer will include: Vanessa Slowey, John Cascio, Adam Gardner, Peter Lloyd, Em Atkins, Rafael Jose, and John Eustice.

The following is a brief description of the directors and officers of the Resulting Issuer who have been identified as of the date hereof:

Vanessa Slowey - President, Chief Executive Officer and Director

Ms. Slowey has over 25 years of experience leading and scaling technology businesses globally. Ms. Slowey has held senior leadership and board roles across digital infrastructure, fintech, and emerging technology companies. Prior to joining TelyRx, Ms. Slowey spent two years as CEO of Digicel Group, a telecommunications and digital service provider, for the Caribbean, South and Central America regions, and eight years for the Asia Pacific Region. Prior to Digicel Group, Ms. Slowey spent two years as CEO of Myanmar Tower Company, a leading telecommunications company specializing in development, acquisition, and management of wireless communication towers. Ms. Slowey received a Master's degree from the University of Salford and is designated as a Certified Investment Fund Director by the Institute of Banking Ireland.

John Cascio - Chief Financial Officer

Mr. Cascio is a CPA with over 15 years of experience in financial leadership and strategic financial management, including implementing scalable financial processes to drive growth and margin expansion in technology-enabled e-commerce businesses. Prior to joining TelyRx, Mr. Cascio served as Chief Financial Officer of ACI Learning, an IT skills development platform, for two years. Previously, he spent eight years at HigherEducation.com, an education marketing and technology company, and five years at PricewaterhouseCoopers LLP, where he audited both public and private companies. Mr. Cascio holds a Bachelor of Business Administration in Accountancy from Sam Houston State University and is a Certified Public Accountant.

Adam Gardner - Chief Operating Officer

Dr. Gardner is a senior healthcare operations executive and multi-state licensed pharmacist with more than 15 years of experience scaling regulated pharmacy and telehealth operations. He currently serves as Chief Operating Officer of TelyRx, Inc., where he provides executive leadership across licensed pharmacy operations, national fulfillment and logistics, and customer experience, with a focus on operational efficiency, procurement optimization, and workforce utilization in support of sustainable unit economics at scale. Prior to joining TelyRx, Dr. Gardner served in senior operational leadership roles at PharmaLabs from 2019 to 2023, including Director of Operations, where he led enterprise-wide operational, quality, and compliance initiatives supporting a nationally scaled, high-volume, multi-state sterile and non-sterile pharmacy. Earlier in his career, Dr. Gardner held pharmacy leadership roles at CVS Pharmacy and iMed Pharmacy. Dr. Gardner earned his Doctor of Pharmacy degree from Albany College of Pharmacy & Health Sciences in 2011 and maintains active pharmacist licenses in 19 U.S. states.

Peter Lloyd - Chief Revenue Officer

Mr. Lloyd is a commercial growth leader with deep expertise in revenue strategy, marketing, brand building, and execution excellence. He is known for building customer-first growth engines in complex and highly competitive markets, combining strategic clarity with disciplined operational delivery to drive sustainable, profitable growth. Before joining TelyRx, Peter served as Global Chief Marketing Officer at Digicel Group, a full-service telecommunications and digital services provider operating across 31 markets with more than $2 billion in annual revenue. As a key member of the executive leadership team, he shaped and executed Digicel's global commercial, brand, and customer experience strategy across both consumer and enterprise segments, serving millions of customers daily. Peter led the company's large-scale brand transformation and digital repositioning, modernizing Digicel into a digital-first operator. He also helped launch and scale customer-centric digital products and platforms, leveraging data-led marketing and technology-enabled go-to-market models that improved adoption, engagement, and retention. He brings to healthcare a consistent focus on trust, technology, and long-term customer value, a foundation critical for delivering exceptional patient experience and sustained business performance.

Em Atkins - Chief Marketing Officer and Chief of Staff

Ms. Atkins leads the company's brand, marketing strategy, communications, and organizational alignment. Em oversees TelyRx's full marketing ecosystem, including performance acquisition, lifecycle strategy, creative operations, partnerships, content, and corporate communications. She plays a critical role in shaping how the company shows up for patients nationwide. A deeply analytical and revenue-oriented executive, Em ensures the company's marketing performance, channel strategy, messaging frameworks, and creative execution all operate with clarity, data discipline, and measurable impact. She partners closely with leadership across the organization to translate high-level goals into executable plans, operational rhythms, and cross-functional alignment. Before joining TelyRx, Em co-founded Herwood Creative, a multidisciplinary brand and design studio, and created The Herwood Inn, a boutique hospitality concept recognized for its thoughtful design and elevated guest experience. Her background across digital health, branding, hospitality, and creative production provides a uniquely holistic perspective on healthcare storytelling and modern consumer engagement. Em holds a B.A. in Arts Management from Marymount Manhattan College and is passionate about expanding access to care through clear communication, thoughtful design, and patient-first innovation.

Rafael Jose - Chief Digital Officer

Mr. Jose has more than 20 years of executive experience and has held C-level positions at leading companies in digital media, performance marketing, and e-commerce. Prior to joining TelyRx, Mr. Jose spent four years as Chief Digital Officer at SleepDoctor.com, a sleep health company offering sleep-improvement education, home sleep tests, and products to improve sleep quality and treat sleep related disorders, and 6 years as Chief Content Officer at HigherEducation.com, an education marketing and technology company that connects prospective students with colleges and universities. Mr. Jose received a BA degree from the University of California, Davis.

John Eustice - Corporate Secretary & General Counsel

Mr. Eustice is an attorney possessing expertise in compliance, data privacy and security, and dispute resolution. Prior to joining the Company, Mr. Eustice served as Senior Trial Counsel at the U.S. Consumer Product Safety Commission, a federal regulatory body, from June 2020 to September 2025, where he was responsible for investigating companies to determine necessary government action and litigating matters relating to consumer recalls. From December 2013 to June 2020, Mr. Eustice was an elected equity member of the law firm Miller & Chevalier Chartered, where he spearheaded the firm's data privacy and security practice, provided compliance counsel to numerous businesses, and represented Fortune 500 companies and governments in civil litigation matters. Mr. Eustice holds a Juris Doctor degree from the University of Pennsylvania Carey Law School and a Bachelor of Arts degree in Public Policy from Duke University. He is admitted to the Bar in the District of Columbia and the Commonwealth of Pennsylvania. He has published articles on data privacy legislation and spoken on the public policy implications of emerging technology.

Robert Sean Foley - Director

Mr. Foley is the founder and Chief Executive Officer of AltFi Services Group, a provider of accounting, payroll, treasury management, and fractional CFO services to growth-stage and established businesses. Mr. Foley is a seasoned financial professional with over 25 years of experience across public and private companies, including senior leadership roles within global financial institutions and professional services firms. Earlier in his career, Mr. Foley served as Chief Financial Officer and a member of the Board of Directors of MUFG Investor Services, a global asset-servicing business that forms part of one of the world's largest financial institutions. In this role, he was responsible for financial reporting, governance, regulatory oversight, and operational finance across multiple jurisdictions, supporting institutional clients and complex investment structures. Mr. Foley also spent a portion of his career with Ernst & Young LLP and Deloitte LLP, where he worked in both audit and consulting practices, advising public and private companies on financial reporting, internal controls, governance, and operational improvement initiatives. Concurrent with the establishment of AltFi Services Group, Mr. Foley served for two years as a Director of EnviroGold Global Limited, a clean-technology company focused on the recovery of valuable metals from mine waste and tailings using proprietary processing technology. Mr. Foley holds a Bachelor of Business Administration degree from the University of Regina (1997) and is a non-practising and retired Chartered Professional Accountant.

Michael Handler - Director

Mr. Handler is the Co-Founder and President of Clear Path Materials Inc., a specialty chemical company. Prior to co-founding Clear Path Materials, Mr. Handler served as Co-President of Building and Land Technology, a real estate private equity, development, and property management firm. Mr. Handler previously served for eight years as Director of Administration and Chief Financial Officer for the City of Stamford, Connecticut, under both a Republican and a Democratic mayor. In that role, he was responsible for the City's financial management and operational oversight. During this period, he also served as Chairman of the Board of the Stamford Water Pollution Control Authority, Chairman of the Tax Abatement Committee, Chairman of the OPEB Board of Trustees, and Managing Member of the Stamford Asset Management Group. Mr. Handler also served for nine years as Emergency Management Director for the Town of New Canaan, where he was responsible for coordinating municipal emergency response operations, including leadership during multiple major storm events and the COVID-19 pandemic. Earlier in his career, Mr. Handler held senior investment management positions, including Senior Portfolio Manager at SAC Capital Management and Executive Vice President at Jefferies Asset Management, where he led investment teams responsible for evaluating investment opportunities, managing risk, and implementing financial and operational improvements at portfolio companies. Mr. Handler holds a Bachelor of Arts degree in Political Science from Emory University and a Master of Business Administration from Columbia University Graduate School of Business.

Kenneth Bernard - Director

Dr. Bernard is an emergency medicine physician and healthcare executive with expertise in clinical quality assurance, regulatory compliance, and health system leadership. He currently serves as Chief Clinical Officer of UVA Community Health in Northern Virginia, where he oversees clinical quality, patient safety, physician performance, and regulatory readiness across a multi-hospital system. Previously, he co-founded Pinnacle Emergency Medical Group (now merged with ArcHealth), helping scale physician services while leading quality assurance, peer review, utilization management, and risk mitigation programs. Earlier in his career, he practiced in the Indian Health Service and served as principal investigator for the first IHS National Emergency Department Inventory Study. Dr. Bernard collaborates with the Johns Hopkins Center for Indigenous Health and is a co-founder and Treasurer of the Indigenous School of Medicine. He holds a Bachelor's degree from Yale University and an MD and MBA from Harvard University.

Andrew Brandt - Director

Mr. Brandt has over 30 years of experience as a software engineer, technology executive, and entrepreneur. For more than 25 years, Mr. Brandt serves as CEO of Digital Wasabi in Boulder Colorado, with a focus on the development of mobile apps, full-service web technologies and interactive apps. Mr. Brandt also serves as the Senior Vice President of Engineering at VRPS, Inc. He has founded and operated multiple technology companies, including companies that have completed liquidity events, and has held senior technology leadership roles at venture-backed and publicly traded companies across industries including software-as-a-service, mobile applications, healthcare technology, real estate technology, energy management, and financial technology. Mr. Brandt holds a Master of Science degree in Computer Science from the University of North Carolina at Chapel Hill and a Bachelor of Science degree in Computer Engineering, magna cum laude, from the University of California, San Diego, and is a named inventor on multiple issued patents.

Sponsorship of a Qualifying Transaction

Sponsorship of a Qualifying Transaction of a capital pool company is required by the TSXV unless an exemption or waiver from the sponsorship requirement is available. A request has been made to the TSXV for a waiver of the sponsorship requirements of Policy 2.2 - Sponsorship and Sponsorship Requirements of the TSXV, but there is no assurance that such waiver will be granted.

Apolo V Meeting

Apolo V has called a special meeting of its shareholders for 10:00 am on February 19, 2026 (the "Apolo V Meeting") to put forth and approve certain matters related to the Proposed Transaction, including among other matters (the "Meeting Matters"):

• the name change to "TelyRx Holdings Inc.";
• the Consolidation;
• the Share Capital Reorganization (subject to "Majority of Minority Approval" as defined in the policies of the TSXV);
• approval of the Resulting Issuer's new equity plan;
• election of the directors of the Resulting Issuer to hold office from the effective time of the completion of the Proposed Transaction; and
• appointment of the auditors of the Resulting Issuer from the effective time of the completion of the Proposed Transaction.

Further details with respect to the matters to be approved at the Apolo V Meeting will be contained in the management information circular prepared in connection with Apolo V Meeting and available for review on Apolo V's SEDAR+ profile at www.sedarplus.ca.

Finder's Fees

No finder's fees or commissions are payable by Apolo V or TelyRx in connection with the closing of the Proposed Transaction, other than with respect of the Private Placement.

Other Information relating to the Proposed Transaction

Additional information concerning the Proposed Transaction, Apolo V, TelyRx and the Resulting Issuer will be provided in the disclosure document to be filed by Apolo V in connection with the Proposed Transaction and which will be available under Apolo V's SEDAR+ profile at www.sedarplus.ca.

About Apolo V

Apolo V was incorporated under the Business Corporations Act (Ontario) on April 2, 2025 and is a capital pool company listed on the TSXV. Apolo V has no commercial operations and has no assets other than cash. Apolo V's only business is to identify and evaluate assets or businesses with a view to completing a qualifying transaction.

Trading in the securities of a capital pool company should be considered highly speculative. Apolo Shares are currently halted from trading on the TSXV and trading is not expected to resume until closing of the Proposed Transaction. Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

All information contained in this press release with respect to Apolo V and TelyRx was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Forward-Looking Statements

This release includes forward-looking information within the meaning of applicable securities laws regarding Apolo V and TelyRx and their respective businesses, which may include, but are not limited to, statements with respect to the completion of the Proposed Transaction and Private Placement, the terms on which the Proposed Transaction and Private Placement is intended to be completed, the ability to obtain regulatory and shareholder approvals, the listing of the SVS on the TSXV, and other factors. Often but not always, forward-looking information can be identified by the use of words such as "expect", "intends", "anticipated", "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would" or "will" be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction and Private Placement (and the proposed terms upon which the Proposed Transaction and Private Placement is proposed to be completed), may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the healthcare technology industry, market conditions, economic factors, management's ability to manage and to operate the business of the Resulting Issuer and the equity markets generally. Although Apolo V and TelyRx have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither Apolo V nor TelyRx undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Cautionary Statement

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.

Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/281149