Company Website: https://www.crescitatherapeutics.com
LAVAL, Québec -- (Business Wire)

Crescita Therapeutics Inc. (TSX: CTX and OTC US: CRRTF) (“Crescita” or the “Company”) today announced that at its special meeting (the “Meeting”) of shareholders (the “Shareholders”) held in person earlier today, Shareholders voted overwhelmingly in favour of the special resolution (the “Arrangement Resolution”) approving the previously announced plan of arrangement (the “Arrangement”) involving the Company, ClinActiv Holdings Inc. and its wholly-owned subsidiary (the “Purchaser”), pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of the Company (the “Shares”) in exchange for all-cash consideration, subject to the terms and conditions of the arrangement agreement dated March 14, 2026 (the “Arrangement Agreement”). The target purchase price is $0.80 per Share, subject to upward or downward adjustment based on the Company’s net working capital balance at the closing of the Arrangement, subject to a minimum purchase price of $0.75 per Share.

The Arrangement Resolution required approval of at least (i) two-thirds (66⅔ percent) of the votes cast by Shareholders, present in person or represented by proxy at the Meeting, and (ii) a simple majority (50 percent plus one) of the votes cast by Shareholders, present in person or represented by proxy at the Meeting, after excluding for this purpose, votes attached to the Shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, which includes the Shares held by Serge Verreault, Jose DaRocha and Linda Kisa (together the “Minority Shareholders”).

The following is a summary of the votes cast at the Meeting (including votes by proxy and in person at the Meeting) by Shareholders on the Arrangement Resolution:

The Company’s full report of voting results on the matter presented at the Meeting, and the management information circular of the Company dated April 10, 2026 that was mailed to Shareholders in connection with the Arrangement, can be found on SEDAR+ at www.sedarplus.ca under the Company's issuer profile.

The final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement will be sought on May20, 2026. Completion of the Arrangement remains subject to receipt of the final order, the Company having the minimum cash and net working capital balances at closing, as well as other customary closing conditions. As of the date of this press release, the Company anticipates that the Arrangement will be completed in the second quarter of 2026. Upon closing of the Arrangement, it is expected that the Shares will be delisted from the Toronto Stock Exchange (“TSX”) and that the Company will apply to the applicable Canadian securities regulators to cease to be a reporting issuer under applicable Canadian securities laws.

About Crescita

Crescita (TSX: CTX and OTC US: CRRTF) is a growth-oriented, innovation-driven Canadian commercial dermatology company with in-house R&D and manufacturing capabilities. The Company offers a portfolio of high-quality, science-based non-prescription skincare products and a commercial stage prescription product, Pliaglis^®. We also own multiple proprietary transdermal delivery platforms that support the development of patented formulations to facilitate the delivery of active ingredients into or through the skin. For more information, visit www.crescitatherapeutics.com.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain information set forth in this news release including, without limitation, management’s expectations with respect to: the completion of the Arrangement and the timing thereof; the purchase price payable under the Arrangement (including adjustments thereto); the receipt of required court approval and the satisfaction of the other conditions to closing; and the delisting of the Shares from the TSX and the Company’s intention to cease to be a reporting issuer, is forward-looking information within the meaning of applicable securities laws. Forward-looking information may in some cases be identified by words such as “may”, “will”, “anticipates”, “expects”, “intends” and similar expressions referencing future events or future performance.

Forward-looking information is, by its nature, subject to numerous risks and uncertainties, some of which are beyond the Company’s control. The forward-looking information contained in this news release is based on certain expectations and assumptions made by the Company, including expectations and assumptions concerning the completion of the Arrangement, the receipt, in a timely manner, of court approval in respect of the Arrangement, the satisfaction of other conditions to closing, the Company’s cash balance and net working capital as of closing, the delisting of Shares from the TSX and the submission of the application to cease to be a reporting issuer following the delisting of the Shares.

Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include, but are not limited to: general global economic, market and business conditions; failure to obtain required court approval; failure to satisfy the conditions to the completion of the Arrangement or to obtain any required approvals in a timely manner; diversion of management time on the Arrangement; the possibility that the Arrangement Agreement may be terminated in certain circumstances; and other factors, many of which are beyond the control of the Company. The anticipated timeline for completion of the Arrangement may change for a number of reasons, including the inability to secure necessary court approval in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of the Arrangement or whether the Arrangement will be completed. A comprehensive discussion of other risks that impact the Company is included in the Company’s most recent Annual Information Form dated March 30, 2026, under the heading “Risk Factors”, and are described from time to time in the reports and disclosure documents filed by the Company with Canadian securities regulatory agencies and commissions which are available under Crescita’s profile at www.sedarplus.ca.

Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. Crescita does not undertake to update, correct or revise any forward-looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260514592595/en/

Contacts:

FOR MORE INFORMATION, PLEASE CONTACT:

Linda Kisa, CPA, CA
Vice-President, Corporate Affairs and Secretary
Email: lkisa@crescitatx.com

Source: Crescita Therapeutics Inc.