Mr. Andre Godin reports

INTELGENX ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED SUBSEQUENT NON-BROKERED PRIVATE PLACEMENT WITH ATAI LIFE SCIENCES FOR AGGREGATE GROSS PROCEEDS OF US$750,000

IntelGenx Technologies Corp. has closed the previously announced subsequent non-brokered private placement of 750 units with atai Life Sciences AG for aggregate gross proceeds of $750,000 (U.S.), on the same terms as the Aug. 31, 2023, offering of units following the shareholder approvals (as defined as follows) obtained at the special meeting held on Nov. 28, 2023.

atai, a significant shareholder and partner of the company, subscribed, on the date hereof, for 750 U.S. units at a price of $1,000 (U.S.) per U.S. unit, each U.S. unit comprising a $1,000 (U.S.) principal amount convertible promissory note and 5,405 common stock purchase warrants. The U.S. notes are convertible into shares of common stock of the company at the option of atai at a price of 18.5 U.S. cents at any time following their issuance up to and including Aug. 31, 2026, and bear interest at 12 per cent per annum, payable quarterly, in arrears. The U.S. warrants entitle atai to purchase shares at a price of 26 U.S. cents per share until Dec. 4, 2026.

All securities issued in connection with the subsequent atai subscription, including shares issuable pursuant to the conversion of the U.S. notes or exercise of the U.S. Warrants, are subject to a six-month hold period, during which time trading in the securities is restricted in accordance with applicable securities laws.

Shareholder approvals

The company announced on Nov. 28, 2023, that the shareholders voted to approve all of the proposals related to certain financing transactions involving atai previously disclosed by the company on Aug. 31, 2023, including the following proposals required for the company to proceed with the financing transactions not previously closed:

• The issuance of shares at prices which may be less than the minimum price permitted under the rules of the Toronto Stock Exchange (the pricing shareholder approval);
• The issuance of shares in excess of 24.99 per cent of the issued and outstanding shares in connection with the financing transactions (the general shareholder approval);
• The issuance of shares to insiders of the company (as such term is defined in the policies of the TSX) in excess of 9.99 per cent of the issued and outstanding shares in connection with the financing transactions (the insider shareholder approval).

All matters were approved by the required majorities which, in the case of the pricing shareholder approval and the insider shareholder approval, excluded the votes attached to the shares beneficially owned, directly or indirectly, by atai, in accordance with the rules of the TSX and applicable securities regulations.

Call option

Further to the receipt by IntelGenx of the shareholder approvals and the conditional approval of the TSX (pursuant to which, among other things, the TSX has conditionally approved the listing of the shares underlying the call option units (as defined as follows, subject to IntelGenx fulfilling all the listing requirements of the TSX) in connection with the call option granted to atai and described in the definitive proxy statement of the company dated Oct. 16, 2023, atai has now the ability to exercise the call option and purchase up to an additional 7,401 U.S. units at any time prior to Aug. 31, 2026. The call option units, to the extent atai exercises the call option in whole or in part, will be issued on the same terms as the U.S. units, including with respect to the U.S. conversion price, maturity date, interest rate and the number of warrants issued in connection therewith. As previously disclosed, the issuance of any call option units will result in a corresponding reduction in atai's remaining purchase right pursuant to the amended and restated securities purchase agreement dated May 14, 2021, which such right to be reduced by the number of shares issuable upon the conversion of the principal amount outstanding under such issued call option units.

Related party transaction

As previously disclosed by the company, atai is an insider of the company as a result of its beneficial ownership of, or control or direction over, directly or indirectly, greater than 10 per cent of the outstanding shares. The participation of atai in the subsequent atai subscription and the grant of the call option, both considered independently as well as together as a whole, constitute a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, which, absent any available exemption, would require a formal valuation and minority approval under MI 61-101. Additional details on the related party transaction can be found in the material change report of the company dated Sept. 8, 2023, the definitive proxy statement of the company dated Oct. 16, 2023, with respect to the special meeting and the company's press release dated Nov. 13, 2023.

About IntelGenx Technologies Corp.

IntelGenx is a leading drug delivery company focused on the development and manufacturing of pharmaceutical films.

IntelGenx's superior film technologies, including VersaFilm, DisinteQ, VetaFilm and transdermal VevaDerm, allow for next-generation pharmaceutical products that address unmet medical needs. IntelGenx's innovative product pipeline offers significant benefits to patients and physicians for many therapeutic conditions.

IntelGenx's highly skilled team provides comprehensive pharmaceuticals services to pharmaceutical partners, including R&D (research and development), analytical method development, clinical monitoring, IP (intellectual property), and regulatory services. IntelGenx's state-of-the-art manufacturing facility offers full service by providing lab-scale to pilot-scale and commercial-scale production.

We seek Safe Harbor.