An anonymous director reports

CIPHER PHARMACEUTICALS ANNOUNCES NORMAL COURSE ISSUER BID, INCLUDING INTENTION TO UTILIZE BLOCK PURCHASES

Cipher Pharmaceuticals Inc. has filed, and the Toronto Stock Exchange has accepted, notice of Cipher's intention to commence a normal course issuer bid (NCIB) for its common shares.

The TSX notice provides that Cipher may, during the 12-month period commencing May 5, 2025, and ending on May 4, 2026, purchase for cancellation under the NCIB up to 1,485,260 of its common shares, representing 10 per cent of its public float of 14,852,604 common shares as of April 22, 2025 (a total of 25,622,940 common shares were issued and outstanding as of such date). The price that Cipher will pay for any common shares will be the market price at the time of acquisition.

Purchases under the NCIB will be made through the facilities of the TSX and/or alternative Canadian trading systems, if eligible, or by such other means as may be permitted by applicable securities laws, including private agreements. Any purchases made by private agreement under an issuer bid exemption order issued by a securities regulatory authority in Canada will generally be at a discount to the prevailing market price as provided in any such exemption order.

Purchases under the NCIB made on the TSX will be made in compliance with the rules of the TSX at a price equal to the market price at the time of purchase or such other price as may be permitted by the TSX. In accordance with TSX rules, any daily repurchases (other than pursuant to a block purchase exception) on the TSX under the NCIB are limited to a maximum of 10,427 common shares, representing 25 per cent of the average daily trading volume on the TSX of 41,708 for the six months ended March 31, 2025. To facilitate larger repurchases, the company is entitled to make one weekly block purchase on the TSX that may exceed the daily repurchase restrictions and the company intends to exercise this entitlement.

Under Cipher's NCIB, which commenced on Nov. 20, 2023, and expired on Nov. 19, 2024, Cipher previously sought and received approval from the TSX to repurchase up to 1,337,195 of its common shares. During that time frame, Cipher repurchased and cancelled 115,876 common shares at an average price of approximately $6.86 per common share. Such purchases were made on the TSX and on alternative exchanges.

In addition, on Sept. 5, 2023, the company announced its intention to commence a substantial issuer bid (SIB). The SIB commenced on Sept. 6, 2023, pursuant to which the company offered to purchase for cancellation up to $6-million of its common shares. The offer was made by way of a modified Dutch auction, which allowed shareholders who chose to participate in the offer to individually select the price, within a range of not less than $3.95 per common share and not more than $4.75 per common share (in increments of five cents per common share), at which they were willing to sell their common shares. In connection with the offer, the company took up and paid for 1,290,321 common shares at a purchase price of $4.65 per common share. A valuation was prepared by Evans & Evans Inc. in connection with SIB. The valuation report, included as Schedule A to the SIB circular, dated Aug. 31, 2023, contained Evans & Evans's opinion that, based on the scope of its review, and subject to the restrictions, definitions and assumptions noted therein, the fair market value of the common shares at July 31, 2023, was in the range of $5.08 to $5.44. Such circular can be viewed under Cipher's profile on SEDAR+.

Cipher believes that, from time to time, the common shares trade in price ranges that do not fully reflect their value. In such circumstances, Cipher believes that acquiring common shares for cancellation may represent an attractive and desirable use of its available funds. Decisions regarding the amount and timing of future purchases of common shares will be based on market conditions, share price and other factors, and will be in management's discretion. Cipher may elect to modify, suspend or discontinue the NCIB at any time. Repurchases under the NCIB will be financed using Cipher's cash resources and all common shares repurchased will be cancelled. Common shares may be purchased in accordance with management's discretion.

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, mainly in dermatology. 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, the United States and South America.

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