Mr. Guy Bourgeois reports

ORION NUTRACEUTICALS SEEKS SHAREHOLDER APPROVAL TO DELIST FROM THE CSE

Orion Nutraceuticals Inc. intends to seek shareholder approval to voluntarily delist its common shares from the Canadian Securities Exchange (the CSE) at its annual general and special meeting of shareholders scheduled for July 4, 2025 (the AGSM).

The company has determined that a voluntary delisting from the CSE is in the best interests of both shareholders and the company. This decision has been made in light of prolonged weak market conditions and forms part of the company's broader strategy to preserve its business and working capital position.

The company's board of directors the has carefully considered all available options to maintain and sustain the company's operations. As part of this review, the board identified the continuing cost burden of remaining a listed issuer as a significant factor. After evaluating the cost-benefit implications, the board concluded that proceeding with the delisting represents a prudent course of action aimed at supporting the long-term interests of the company and its shareholders.

Despite the delisting, the company will continue to be subject to continuing disclosure and other obligations as a reporting issuer under applicable securities legislation in Canada. The company is required to obtain the approval of its disinterested shareholders to approve the delisting of its common shares from the Canadian Securities Exchange. In seeking such disinterested shareholder approval, the company shall exclude all votes attached to the common shares held by the directors, officers and insiders of the company, who collectively hold nil common shares.

About Orion Nutraceuticals Inc.

Orion Nutraceuticals is actively evaluating potential investment and acquisition opportunities. Orion shares trade in Canada on the CSE under the symbol ORI.

We seek Safe Harbor.