PharmaCorp to Acquire a Pharmacy in Ontario for $5,300,000, New Non-Binding Letter of Intent to Acquire Two Pharmacies in Eastern Canada, Updates on Previously Announced Non-Binding Letters of Intent and Filing of Q2 Investor Presentation

SASKATOON, Saskatchewan, Sept. 08, 2025 (GLOBE NEWSWIRE) -- PHARMACORP RX INC. (“PharmaCorp” or the “Corporation”) (TSXV: PCRX) is pleased to announce the signing of a definitive share purchase agreement to acquire a 100% interest in a PharmaChoice Canada bannered pharmacy business located in Ontario (the “Acquisition”). This transaction marks PharmaCorp’s first acquisition under its charter company structure, which was established through the purchase completed on April 30, 2025. In addition, PharmaCorp has entered into a non-binding letter of intent to acquire two pharmacies in Atlantic Canada (the “Atlantic Canada LOI”), is providing an update on the four transactions previously announced on May 29, 2025, and has filed its Q2 Investor Presentation.

Acquisition

PharmaCorp has entered into a definitive share purchase agreement, dated September 3, 2025 (the “Agreement”), to acquire from arm’s length vendors (the “Vendors”) a 100% interest in a PharmaChoice Canada bannered pharmacy business located in Eastern Canada. The purchase price for the Acquisition is $5,300,000, subject to customary adjustments (the “Purchase Price”). The Purchase Price will be satisfied by cash on hand and available funds under the Corporation’s credit facility. Closing of the Acquisition is expected to occur on or about October 1, 2025, subject to satisfaction of customary closing conditions. No finder’s fees are payable in respect of the Acquisition.

“This Acquisition represents an important milestone for PharmaCorp as our first PharmaChoice bannered transaction completed under the charter company structure we established earlier this year for Ontario,” said Al Simpson, Executive Chair of PharmaCorp. “Together with the announcement of one additional LOI, we continue to validate the strength of our platform, pipeline and acquisition model, anchored by the Strategic Alliance Agreement with PharmaChoice Canada.”

Atlantic Canada LOI

PharmaCorp has entered into the Atlantic Canada LOI to acquire two PharmaChoice Canada bannered community pharmacies for an aggregate purchase price of approximately $6,480,000, subject to customary adjustments. The proposed acquisition (the “Proposed Acquisition”) is consistent with PharmaCorp’s disciplined, acquisition-driven growth strategy and, if completed, is expected to be accretive to earnings.

Transaction Terms and Funding

The anticipated $6,480,000 in consideration is expected to be satisfied through a combination of cash on hand, the issuance of common shares from treasury and funds available from the Corporation’s credit facility. Final terms remain subject to negotiation and the execution of definitive agreements. If completed, the Proposed Acquisition will not result in the creation of any new insiders or trigger a change of control under applicable securities laws. No finder’s fees will be paid in respect of the Proposed Acquisition. The Proposed Acquisition is arm’s length. The date of the Atlantic Canada LOI is June 4, 2025.

Definitive Agreements, Conditions and Timeline

Completion of the Proposed Acquisition remains subject to the execution of definitive agreements which will include the final agreed upon terms and conditions of the Proposed Acquisition, including such terms, ‎representations, warranties, indemnities and covenants as ‎are customary in transactions similar to the ‎Proposed Acquisition, and the satisfaction of customary conditions, including satisfactory due diligence and TSXV acceptance, where applicable. If definitive agreements are reached, a closing is anticipated to occur in Q1 2026.

Cautionary statements

Completion of the Proposed Acquisition is subject to a number of conditions and contingencies, including but not limited to, execution of definitive agreements, satisfactory due diligence and TSXV acceptance. There can be no assurance that the Proposed Acquisition will be completed as proposed, or at all.

Outlook

PharmaCorp remains committed to expanding its national footprint through strategic acquisitions and operational excellence, while delivering long-term value to its shareholders.

Update on Letters of Intent to Acquire Four Pharmacies

Further to the Corporation’s news release dated May 29, 2025 regarding non-binding letters of intent to acquire four pharmacies, PharmaCorp is pleased to report that, with the signing of the share purchase agreement for the Acquisition noted above, it has closed or entered into definitive share purchase agreements for three of the four pharmacies that were under letters of intent announced on May 29, 2025, representing an aggregate purchase price of approximately $11,100,000. After due diligence, the Corporation has determined not to proceed with the fourth transaction, which would have had an aggregate purchase price of approximately $1,400,000.

Q2 Investor Presentation

PharmaCorp has filed its Q2 Investor Presentation on SEDAR+. The presentation can also be found on our website at www.pharmacorprx.com. The presentation provides an update on the Corporation’s strategy, recent transactions, and growth initiatives.

About PharmaCorp Rx Inc.

PharmaCorp currently operates four PharmaChoice Canada bannered pharmacies in Canada and will continue to acquire PharmaChoice Canada branded pharmacies as they come to market in conjunction with its strategic alliance agreement with PharmaChoice Canada. The Corporation will also acquire independently owned non-PharmaChoice Canada bannered pharmacies in Canada, and thereafter, continue to operate such acquired pharmacies under a PharmaChoice Canada banner. PharmaCorp shares trade on the TSX Venture Exchange under the symbol: PCRX.

For further information, contact:

Mr. Alan Simpson
Suite #203, 303 Wellman Lane, Saskatoon, SK S7T 0J1 ‎
Tel: (306) 536-3771

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information: This news release contains “forward-looking information” regarding the Corporation within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information in relation to: the potential Acquisition, including the potential closing and closing date for the Acquisition, the funds to be used for the Acquisition, including potentially using funds available from the Corporation’s credit facility; the Proposed Acquisition including, the expectation that the Proposed Acquisition will be accretive to earnings, the execution of a definitive agreement for the Proposed Acquisition, the potential closing and closing date of the Proposed Acquisition, the potential conditions and satisfaction of those conditions for the completion of the Proposed Acquisition, and the consideration for the Proposed Acquisition, including the potential issuance of common shares of the Corporation as part of the consideration for the Proposed Acquisition as well as the use of funds available from the Corporation’s credit facility; PharmaCorp remaining committed to expanding its national footprint through strategic acquisitions and operational excellence, while delivering long-term value to its shareholders and the business of PharmaCorp, including the operation and acquisition of pharmacies, including the acquisition of independently owned PharmaChoice Canada branded, and non-PharmaChoice Canada branded, pharmacies. This forward-looking information reflects current beliefs and is based on information currently available to the management of the Corporation and on assumptions the Corporation believes are reasonable. These assumptions include, but are not limited to: the receipt of all required approvals and consents for the closing of the Acquisition; the satisfaction or waiver of all conditions in relation to the Acquisition; the execution of a definitive agreement for the Proposed Acquisition; the completion of satisfactory due diligence on the Proposed Acquisition, the acceptance of the Proposed Acquisition by the TSXV and the satisfaction of typical closing conditions for the Proposed Acquisition; the receipt of all required approvals for the Proposed Acquisition‎, including any board approvals or third party consents; market acceptance of the Proposed Acquisition‎; the volume of acquisition opportunities presented to PharmaCorp being equal to or greater than historical volumes; and the continued supply of pharmacies for purchase by PharmaCorp at prices satisfactory to PharmaCorp. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board of directors, third party or regulatory approvals; competition; changes in legislation, including pharmacy regulation, affecting the Corporation; the timing and availability of external financing on acceptable terms; conclusions of economic evaluations and appraisals; and lack of qualified, skilled labour or loss of key individuals. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Corporation’s disclosure documents on the SEDAR+ website at www.sedarplus.ca. Although the Corporation has attempted to identify important risks and factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of the Corporation as of the date of this news release and, accordingly, is subject to change after such date. However, the Corporation expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

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