Mr. Alan Simpson reports

PHARMACORP TO ACQUIRE A PHARMACY IN ONTARIO FOR $5,300,000, NEW NON-BINDING LETTER OF INTENT TO ACQUIRE TWO PHARMACIES IN EASTERN CANADA, UPDATES ON PREVIOUSLY ANNOUNCED NON-BINDING LETTERS OF INTENT AND FILING OF Q2 INVESTOR PRESENTATION

Pharmacorp Rx Inc. has signed a definitive share purchase agreement to acquire a 100-per-cent interest in a PharmaChoice Canada-bannered pharmacy business located in Ontario. This transaction marks Pharmacorp's first acquisition under its charter company structure, which was established through the purchase completed on April 30, 2025. In addition, Pharmacorp has entered into a non-binding letter of intent to acquire two pharmacies in Atlantic Canada, is providing an update on the four transactions previously announced on May 29, 2025, and has filed its Q2 investor presentation.

Acquisition

Pharmacorp has entered into a definitive share purchase agreement, dated Sept. 3, 2025, to acquire from arm's-length vendors (the vendors) a 100-per-cent interest in a PharmaChoice Canada-bannered pharmacy business located in Eastern Canada. The purchase price for the acquisition is $5.3-million, subject to customary adjustments. The purchase price will be satisfied by cash on hand and available funds under the corporation's credit facility. Closing of the acquisition is expected to occur on or about Oct. 1, 2025, subject to satisfaction of customary closing conditions. No finders' fees are payable in respect of the acquisition.

"This acquisition represents an important milestone for Pharmacorp as our first PharmaChoice bannered transaction completed under the charter company structure we established earlier this year for Ontario," said Al Simpson, executive chair of Pharmacorp. "Together with the announcement of one additional LOI, we continue to validate the strength of our platform, pipeline and acquisition model, anchored by the strategic alliance agreement with PharmaChoice Canada."

Atlantic Canada LOI

Pharmacorp has entered into the Atlantic Canada LOI to acquire two PharmaChoice Canada-bannered community pharmacies for an aggregate purchase price of approximately $6.48-million, subject to customary adjustments. The proposed acquisition is consistent with Pharmacorp's disciplined, acquisition-driven growth strategy and, if completed, is expected to be accretive to earnings.

Transaction terms and funding

The anticipated $6.48-million in consideration is expected to be satisfied through a combination of cash on hand, the issuance of common shares from treasury and funds available from the corporation's credit facility. Final terms remain subject to negotiation and the execution of definitive agreements. If completed, the proposed acquisition will not result in the creation of any new insiders or trigger a change of control under applicable securities laws. No finders' fees will be paid in respect of the proposed acquisition. The proposed acquisition is arm's length. The date of the Atlantic Canada LOI is June 4, 2025.

Definitive agreements, conditions and timeline

Completion of the proposed acquisition remains subject to the execution of definitive agreements which will include the final agreed upon terms and conditions of the proposed acquisition, including such terms, representations, warranties, indemnities and covenants as are customary in transactions similar to the proposed acquisition, and the satisfaction of customary conditions, including satisfactory due diligence and TSX-V acceptance, where applicable. If definitive agreements are reached, a closing is anticipated to occur in Q1 2026.

Cautionary statements

Completion of the proposed acquisition is subject to a number of conditions and contingencies, including but not limited to, execution of definitive agreements, satisfactory due diligence and TSX-V acceptance. There can be no assurance that the proposed acquisition will be completed as proposed, or at all.

Outlook

Pharmacorp remains committed to expanding its national footprint through strategic acquisitions and operational excellence, while delivering long-term value to its shareholders.

Update on letters of intent to acquire four pharmacies

Further to the corporation's news release dated May 29, 2025, regarding non-binding letters of intent to acquire four pharmacies, Pharmacorp is pleased to report that, with the signing of the share purchase agreement for the acquisition noted above, it has closed or entered into definitive share purchase agreements for three of the four pharmacies that were under letters of intent announced on May 29, 2025, representing an aggregate purchase price of approximately $11.1-million. After due diligence, the corporation has determined not to proceed with the fourth transaction, which would have had an aggregate purchase price of approximately $1.4-million.

Q2 investor presentation

Pharmacorp has filed its Q2 investor presentation on SEDAR+. The presentation can also be found on the company's website. The presentation provides an update on the corporation's strategy, recent transactions and growth initiatives.

About Pharmacorp Rx Inc.

Pharmacorp currently operates four PharmaChoice Canada-bannered pharmacies in Canada and will continue to acquire PharmaChoice Canada branded pharmacies as they come to market in conjunction with its strategic alliance agreement with PharmaChoice Canada. The corporation will also acquire independently owned non-PharmaChoice Canada bannered pharmacies in Canada, and thereafter, continue to operate such acquired pharmacies under a PharmaChoice Canada banner. Pharmacorp shares trade on the TSX Venture Exchange under the symbol PCRX.

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