Mr. Alan Simpson reports

PROTON CAPITAL ANNOUNCES RESULTS OF SPECIAL MEETING AND PROVIDES CORPORATE UPDATE

Proton Capital Corp. has released the results of the special meeting of the shareholders of the corporation held on Jan. 22, 2024, and provided an update on the proposed qualifying transaction of the corporation.

Special shareholders meeting

All matters set forth in the management proxy and information circular dated Dec. 11, 2023, were approved by the shareholders of Proton at the meeting. The resolutions that were passed at the meeting included:

• Conditional on the completion of the qualifying transaction, the approval of the name change of the corporation to PharmaCorp Rx Inc.;
• Conditional on the completion of the qualifying transaction, fixing the number of directors of the corporation to be elected at the meeting at seven;
• Conditional on the completion of the qualifying transaction, the election of Alan Simpson, Dwayne Anderson, Grady Brown, Calvin LeRoux, Ken Brownell, James Dumont and Grant Hladun as directors of the corporation to serve upon completion of the qualifying transaction;
• Conditional on the completion of the qualifying transaction, the approval of the equity incentive plan of the corporation.

Further disclosure on the matters approved at the meeting can be found in the information circular, which was filed on SEDAR+ on Dec. 15, 2023.

Potential QT acquisition update

Further to its news releases dated April 20, 2023, July 26, 2023, Aug. 31, 2023, and Oct. 10, 2023, Proton continues to evaluate the acquisition of a PharmaChoice Canada Inc. bannered pharmacy or pharmacies as part of the corporation's proposed qualifying transaction within the meaning of TSX Venture Exchange Policy 2.4 -- Capital Pool Companies. Proton advises that it has now executed seven non-binding letters of intent with PharmaChoice Canada Inc. bannered pharmacies, but it has not yet entered into any definitive agreements in respect of a potential QT acquisition. Proton will provide a further update in respect of a potential QT acquisition when Proton enters into a binding definitive agreement in relation to such potential QT acquisition. Proton cautions that there is no guarantee that a definitive agreement in relation to a potential QT acquisition will be completed with any of the pharmacies with which Proton has executed such non-binding letters of intent.

Other information and halt

Completion of the qualifying transaction is subject to a number of conditions, including, but not limited to, TSX-V acceptance and, if applicable pursuant to TSX-V 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.

In accordance with the policies of the TSX-V, the common shares of Proton are currently halted from trading and will remain halted until further notice.

About Proton Capital Corp.

Proton was incorporated on Sept. 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 TSX-V. 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 TSX-V policies. Proton's shares trade on the TSX-V under the trading symbol PTN.P.

We seek Safe Harbor.