Pharmadrug Inc. (CNSX:PHRX) entered into a definitive agreement to acquire Securedose Synthetics Inc. for CAD 1.1 million on October 27, 2023. Pursuant to the terms of the Acquisition Agreement, each issued and outstanding share of SecureDose (a ?SecureDose Share?) will be exchanged for one common share in the capital of the Company (a ?PharmaDrug Share?). It is expected that at the time of the closing of the Proposed Transaction, SecureDose will have 31,500,000 SecureDose Shares issued and outstanding together with 7,500,000 common share purchase warrants (?SecureDose Warrants?) and 525,100 finder warrants. The SecureDose Warrants will entitle the holders thereof to acquire one SecureDose Share at a price of CAD 0.10 at any time on or before the September 22, 2025 and the Finder Warrants will entitle the holder thereof to acquire one SecureDose Share at a price of CAD 0.10 at any time on or before September 22, 2025 and (ii). Each SecureDose Warrant and Finder Warrant will, following completion of the Proposed Transaction, entitle the holder thereof to acquire PharmaDrug Shares in place of SecureDose Shares.

Prior to the completion of the Proposed Transaction Pharmadrug will have 51,383,487 PharmaDrug Shares outstanding and after the completion of the Proposed Transaction it will have 82,883,487 PharmaDrug Shares outstanding. Following completion of the Proposed Transaction the security holders of SecureDose immediately preceding the Proposed Transaction will hold approximately 38% of the outstanding PharmaDrug Shares (43% on a partially diluted basis, giving effect to the conversion of the SecureDose Warrants and Finder Warrants). The Proposed Transaction will not result in a change of control of Pharmadrug. Following completion of the Proposed Transaction SecureDose will become a wholly-owned subsidiary of PharmaDrug. The Company does not anticipate reconstituting its Board of Directors in connection with the Proposed Transaction nor will there be any changes to the Chief Executive Officer or Chief Financial Officer.

Completion of the Proposed Transaction is subject to certain conditions precedent including, among other things: the receipt of all required approvals by the respective boards of directors of PharmaDrug and SecureDose (approval of PharmaDrug shareholders will not be required); the receipt of approval of the Proposed Transaction by shareholders of SecureDose; the receipt of all required consents, approvals and authorizations of any regulatory authorities, including, without limitation, the Canadian Securities Exchange; each of the parties shall have complied with each of its obligations, covenants and agreements in the Acquisition Agreement; there shall be no material adverse effect with respect to either of PharmaDrug or SecureDose; the receipt of all required consents and approvals of third parties. It is anticipated that the Proposed Transaction will be completed in early November, 2023. The Proposed Transaction is an arm?s length transaction.

Pharmadrug Inc. (CNSX:PHRX) completed the acquisition of Securedose Synthetics Inc. on November 7, 2023. Following completion of the Transaction SecureDose became a wholly-owned subsidiary of PharmaDrug.