Mr. Robert Steen reports

PHARMADRUG INC. COMPLETES DEBT RESTRUCTURING

Pharmadrug Inc. has closed the previously announced debt restructuring (see news release dated Nov. 7, 2023).

Under the restructuring, the company agreed with the holders of its unsecured convertible debentures that matured without payment earlier this year to exchange the outstanding $1,219,768 of indebtedness for new unsecured convertible debentures with an aggregate principal amount of $1,280,756. The debentures mature one year from the date of issuance. The company has the option to extend the maturity date up to two times for one-year extensions each time. If such option to extend is exercised then at the extension time the principal of the debenture will be increased to reflect both any accrued and unpaid interest, as well as a renewal fee of 5 per cent. The debentures will bear interest at a rate of 12 per cent per annum, payable quarterly. If the interest is not paid when due, then interest will be charged on such outstanding interest at a rate of 15 per cent per annum. The debentures may be converted into units at a price of five cents per unit, with each unit comprising one common share in the capital of the company and one common share purchase warrant, with each such warrant entitling the holder to acquire one common share in the capital of the company at a price of five cents per share at any time on or before the three-year anniversary of the issuance of the debentures. The conversion feature will not be exercisable by the holder if it would take such holder's holdings of the company above 10 per cent of the outstanding common shares of the company. The debentures and underlying securities will be subject to a hold period that will expire on March 15, 2023.

In addition, the company has agreed to settle $227,658.03 of indebtedness with certain service providers through the issuance of an aggregate of 4,553,160 common shares at a deemed issue price of five cents. The common shares will be subject to a hold period that will expire on March 15, 2023.

Finally, the company confirms that it will not be issuing the additional common share purchase warrants to the holders of the company's secured convertible debentures as referenced in Nov. 7, 2023, news release.

About Pharmadrug Inc.

Pharmadrug is a specialty pharmaceutical company focused on the research, development and commercialization of controlled-substances and natural medicines such as psychedelics and previously approved drugs. Pharmadrug owns 51 per cent of Sairiyo Therapeutics, a biotech company that specializes in researching and reformulating established natural medicines with a goal of bringing them through clinical trials and the associated regulatory approval process in the United States and Europe. Sairiyo is currently developing its patented reformulation of cepharanthine, a drug that has shown substantial third party validated potential for the treatment of infectious disease and rare cancers. Sairiyo is also conducting R&D (research and development) in the psychedelics space for the treatment of non-neuropsychiatric conditions. Pharmadrug also owns 100 per cent of SecureDose Synthetics Inc., a pharmaceutical research and development company focused on the development of synthetic formulations of currently existing drugs for potential commercialization and distribution.

We seek Safe Harbor.