Dr. Allen Davidoff reports
XORTX ANNOUNCES SUBSTITUTE DIRECTOR NOMINEES FOR ITS UPCOMING ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
In connection with XORTX Therapeutics Inc.'s coming annual and special meeting of shareholders to be held on March 24, 2026, three new director nominees will be proposed for election in the place of three of the current nominees.
At the meeting, George Scorsis, Richard Grieve and Mika Grasso will be nominated for election to the company's board of directors instead of Krysta Davies-Foss, Raymond Pratt and Paul Van Damme. The company is currently in negotiations with respect to a significant financing initiative. It is a condition of that financing that the new nominees be added to the board in place of the three existing nominees referenced above. In the event that the financing is not completed, the new nominees will resign from the board, with those vacancies being filled in due course by the company. The financing is subject to the approval of the TSX Venture Exchange.
Below are biographies for the new nominees.
Mr. Scorsis (Toronto, Canada): Mr. Scorsis is a results-focused executive with over 20 years of leadership experience in highly regulated sectors such as pharmaceuticals and consumer packaged goods. Exceptional at scaling businesses, optimizing operations and managing complex environments, he has led multimillion-dollar businesses through transformative growth. Mr. Scorsis was the president of Red Bull Canada and was instrumental in establishing the company in the country, driving the brand to 44-per-cent market share with market-leading status. His experience in brand strategy and regulatory compliance positioned him to work with Health Canada to develop industry-wide frameworks for the energy drink industry. Mr. Scorsis moved into the cannabis sector as president of Mettrum Health Corp., where he helped the company become one of Canada's premier licensed producers. He led the direction for Mettrum's $430-million acquisition by Canopy Growth Corp. He subsequently founded and acted as chief executive officer of Liberty Health Sciences, which was also acquired for over $372-million by Ayr. Mr. Scorsis went on to serve as executive chairman of WeedMD (now known as Entourage Health Corp.), where he was instrumental in the merger with Starseed Medicinal and raised $25-million in financing as well as a $30-million credit facility. He has also founded several companies in both biotech and the regulated FMCG (fast-moving consumer goods) segments while also continuing his board activities with companies that are listed on the Toronto Stock Exchange and Nasdaq Stock Market. In addition to his corporate experience, Mr. Scorsis is a passionate community servant. He was a board member of the Canadian Beverage Association and a volunteer with Big Brothers and Big Sisters of Toronto. At the Agincourt Food Bank in Scarborough, he leads food drives and partners with local business managers to bring truckloads of food to the community. Mr. Scorsis's dedication to giving back extends beyond corporate philanthropy as he regularly finds ways to support and uplift those in need. As a leader and advocate, he continues to foster meaningful change in business and society.
Mr. Grieve (Vancouver, Canada): Mr. Grieve is the chief operating officer at Bardel Entertainment Inc., bringing expertise in finance and operational strategies within the media production environment. Mr. Grieve's background reflects a strong focus on leadership in media production and financial oversight. Progressing through various roles at Bardel Entertainment, Mr. Grieve has demonstrated capabilities in financial management and business affairs. Responsibilities have included serving as vice-president, finance and business affairs, director, finance and business affairs, senior vice-president, finance and business affairs, and executive producer. Mr. Grieve also contributed to corporate governance as a board member. These roles involved overseeing operational functions, driving strategic initiatives, managing financial performance and ensuring regulatory compliance. Prior to joining Bardel Entertainment, Mr. Grieve was a financial accountant at EY, where he analyzed financial data and prepared financial reports, demonstrating applied knowledge of financial accounting principles.
Mr. Grasso (New York, United States): Mr. Grasso is an investment manager at a family office, where he is responsible for sourcing and evaluating the fund's direct and co-investment efforts. Prior to serving as an investment manager, he served as a finance associate for Zions Capital Markets from November, 2023, until March, 2025, an investment banking associate at Paulson Investment Company from February, 2022, until November, 2023, an analyst at Goldman Sachs from August, 2021, to February, 2022, and an analyst on the real assets team at Power Systems Management from May, 2020, to August, 2021. Mr. Grasso received his MS in finance with a concentration in investment management and BS in business administration from the University of Colorado Boulder, Leeds School of Business.
None of the new nominees owns any securities of the company or has received any form of compensation from the company.
Proxies in favour of management will be voted in favour of the new nominees unless the shareholder has specified in the proxy that the common shares are to be withheld from voting in respect of the election of directors.
Other than as noted below, none of the new nominees:
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Is, as at the date of the management information circular, or was within 10 years before the date of the management information circular, a director or chief executive officer or chief financial officer of any company that:
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Was the subject of an order (as defined in National Instrument 51-102F5) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer;
- Or was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer; none of the new nominees, executive officers or a shareholder holding a sufficient number of securities of the company to affect materially the control of the company:
(a) is at the date hereof, or has been within 10 years before the date of the management information circular, a director or executive officer of any company that while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets other than;
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Or has, within the 10 years before the management information circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.
Voting information
The meeting materials were mailed to shareholders on March 2, 2026, and can be accessed on-line on XORTX's website, under the company's SEDAR+ profile and the SEC's website. Shareholders are encouraged to read the circular for full details on the matters to be considered at the meeting. Your vote is important. Please vote well in advance of the proxy voting deadline of March 20, 2026. XORTX's board of directors unanimously recommends that shareholders vote for all resolutions.
Shareholders with questions or who require voting assistance may contact Laurel Hill Advisory Group, XORTX's proxy solicitation agent.
North America toll-free: 1-877-452-7184
Outside North America: 1-416-304-0211
Text message: text INFO to 416-304-0211 or 1-877-452-7184
E-mail: assistance@laurelhill.com
About XORTX Therapeutics Inc.
XORTX is a pharmaceutical company with three clinically advanced products in development: (1) the company's lead XRx-026 program for the treatment of gout; (2) XRx-008 program for ADPKD (autosomal dominant polycystic kidney disease); and (3) XRx-101 for acute kidney and other acute organ injury associated with respiratory virus infections. In addition, the company is developing XRx-225, a preclinical stage program for Type 2 diabetic nephropathy. XORTX is working to advance products that target aberrant purine metabolism and xanthine oxidase to decrease or inhibit production of uric acid. At XORTX, the company is dedicated to developing medications that improve the quality of life and health of individuals with gout and other important diseases.
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