Mr. Alan Simpson reports

PROTON CAPITAL ANNOUNCES PROPOSED BROKERED PUBLIC OFFERING OF COMMON SHARES

Proton Capital Corp. has entered into an engagement letter with iA Private Wealth Inc. for a brokered public offering of up to 100 million common shares in the capital of the corporation at a price of 40 cents per common share for gross proceeds of up to $40-million. The Offering is being conducted in connection with the Corporation's proposed "Qualifying Transaction" within the meaning of TSXV Policy 2.4 - Capital Pool Companies as previously announced in its news releases dated April 20, 2023, July 26, 2023, August 31, 2023 (the "Qualifying Transaction"). It is anticipated that the Offering will close in tranches and that the first closing of the Offering will occur concurrently with the closing of the Qualifying Transaction.

The Agent has been engaged to act as the sole agent and bookrunner for the Offering, under which Common Shares will be offered for sale to investors on a "best efforts" basis. The Common Shares will be offered under a long form prospectus of the Corporation (the "Prospectus") to be prepared and filed in each of the provinces of Canada, other than Quebec.

Pursuant to the engagement letter, the Corporation intends to grant the Agent an option (the "Over-Allotment Option") to cover over-allotments and for market stabilization purposes, exercisable at any time up to 30 days subsequent to the closing of the Offering, to purchase up to an additional 15% of Common Shares, pursuant to the Offering, on the same terms and conditions of the Offering.

The consideration payable to the Agent in respect of the Offering will be comprised of a cash commission equal to 6% of the gross proceeds of the Offering. The Corporation is entitled to designate certain subscribers to be included in the Offering (the "President's List"). The cash commission payable for President's List orders will be reduced to 3% and there will be no cash commission payable in respect of certain designated funds agreed to between the Corporation and the Agent. The Agent will also receive a work fee in the amount of $50,000, plus applicable taxes, for providing advisory and other services to Proton.

Assuming that closing of the Qualifying Transaction occurs, the net proceeds from the sale of the Common Shares is expected to be used for the expenses of the Qualifying Transaction, and thereafter, for further acquisitions by Proton of PharmaChoice Canada bannered pharmacies, acquisitions of other independently owned pharmacies, for sales, general and administrative costs, and for general corporate purposes.

Copies of the Prospectus, following filing thereof, may be obtained on SEDAR+ at www.sedarplus.ca under the Corporation's profile and from iA Private Wealth Inc., 219 - 2nd Ave South, Saskatoon, SK S7K 1K8. The Prospectus will contain important detailed information about the Corporation, the Qualifying Transaction and the proposed Offering. Prospective investors should read the Prospectus and the other documents the Corporation has filed under its issuer profile on SEDAR+ before making an investment decision.

There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. Completion of the Offering will be subject to the receipt of all necessary regulatory approvals, including the approval of the TSXV and other customary conditions.

Other Information and Halt

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained.

There can be no assurance that the Qualifying Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release.

About Proton Capital Corp.

Proton was incorporated on September 1, 2021 by certificate of incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta). Proton is classified as a Capital Pool Company ("CPC") as defined in Policy 2.4 of the TSXV. The principal business of Proton is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a "qualifying transaction" as defined under TSXV policies. Proton's shares trade on the TSXV under the trading symbol: PTN.P

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