An anonymous director reports

CIPHER PHARMACEUTICALS ANNOUNCES FINAL RESULTS OF SUBSTANTIAL ISSUER BID

Cipher Pharmaceuticals Inc. has released the final results of its substantial issuer bid, which expired at 5 p.m. Eastern Time on Oct. 11, 2023.

The company expects to take up and pay for 1,290,321 common shares at a price of $4.65 per share under the offer, representing an aggregate purchase price of $5,999,993, being 5.1 per cent of the total outstanding shares before commencing the offer. On conclusion and after giving effect to the offer, Cipher expects to have 24,021,256 shares outstanding.

A total of 1,304,564 shares were tendered pursuant to auction tenders at or below the purchase price or purchase price tenders. Since the offer was oversubscribed, shareholders who made auction tenders at or below the purchase price or purchase price tenders will have approximately 98.9 per cent of their tendered shares purchased by the company (other than odd lot tenders, which are not subject to proration). Any shares not purchased under the offer, including shares not purchased as a result of proration or shares tendered pursuant to auction tenders at prices higher than the purchase price, will be returned to shareholders as soon as practicable by Computershare Investor Services Inc., the depositary for the offer.

Payment for the shares accepted for purchase under the offer will occur in accordance with the terms of the offer and applicable law.

The full details of the offer are described in the offer to purchase and issuer bid circular dated Sept. 6, 2023, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available under the corporation's profile on SEDAR+.

To assist shareholders in determining the tax consequences of the offer, Cipher estimates that for the purposes of the Income Tax Act (Canada), the paid-up capital per share is approximately 72 cents. Given that the purchase price of $4.65 per share exceeds the paid-up capital per share, shareholders who have sold shares to Cipher under the offer will be deemed to have received a taxable dividend as a result of such sale for Canadian federal income tax purposes equal to the amount by which the purchase price per share exceeds the paid-up capital per share. The dividend deemed to have been paid by Cipher to Canadian resident persons is designated as an eligible dividend for purposes of the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation.

The specified amount for purposes of Subsection 191(4) of the Income Tax Act (Canada) is $4.28, being the closing trading price for the shares on the Toronto Stock Exchange on Oct. 11, 2023. Shareholders should consult with their own tax advisers with respect to the income tax consequences of the disposition of their shares under the offer.

Research Capital Corp. acted as dealer manager for the offer and Computershare Investor Services acted as the depositary for the offer and any questions regarding the offer may be directed to corporateactions@computershare.com.

About Cipher Pharmaceuticals Inc.

Cipher Pharmaceuticals is a specialty pharmaceutical company with a robust and diversified portfolio of commercial and early- to late-stage products. Cipher acquires products that fulfill unmet medical needs, manages the required clinical development and regulatory approval process, and currently markets those products either directly in Canada or indirectly through partners in Canada, the United States and South America.

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