Canurta Announces Completion of First Tranche in Strategic Transaction with PharmaDrug Inc.

Toronto, Ontario – January 5, 2026 – Canurta Inc. (“Canurta” or the “Company”), a biotechnology company pioneering botanical therapeutics for inflammatory and neurodegenerative diseases, today announced the completion of the first tranche of its previously disclosed strategic transaction with PharmaDrug Inc. (“PharmaDrug”) (CSE: PHRX; OTC Pink: LMLLF).

Under the first tranche (the “Transaction”), PharmaDrug has acquired 8,109,987 limited partnership units (“LP Units”) of Canurta Limited Partnership, representing an initial 19.9% equity interest in Canurta. In consideration, PharmaDrug issued 25,980,000 common shares (“PHRX Shares”) at a deemed issue price of $0.0152 per share, determined based on the 20-day volume-weighted average price immediately prior to closing.

In connection with the closing, Canurta advanced $85,000 to PharmaDrug by way of a forgivable promissory note bearing interest at 12% per annum, to support near-term working capital associated with the collaboration. All principal and interest obligations under this note are governed by the terms of the definitive securities purchase and exchange agreement between the parties.

The PHRX Shares issued in the first tranche are subject to a hold period that expires on the later of May 3, 2026 and 10 days after PharmaDrug files and announces a business acquisition report including the required audited financial statements, in a form acceptable to the Canadian Securities Exchange and in accordance with applicable Canadian securities laws.

This closing follows the definitive agreement announced on October 31, 2025, which outlined a two-tranche structure under which PharmaDrug may acquire up to a 40% equity interest in Canurta in exchange for an aggregate of 83,645,316 PHRX Shares, issued over two closings at prices based on the volume-weighted average trading price prior to each closing.

Subject to shareholder approval and customary conditions, the second tranche is expected to involve the acquisition by PharmaDrug of an additional 8,191,495 LP Units in exchange for 57,665,316 PHRX Shares, with closing targeted on or before March 31, 2026. Upon completion of both tranches, PharmaDrug would hold a 40% interest in Canurta, and Canurta’s limited partners would hold approximately 44% of PharmaDrug’s issued and outstanding shares on a pro forma basis.

As previously disclosed, the definitive agreement includes a rescission right in favour of Canurta’s limited partners, allowing for the return of transferred LP Units and the corresponding cancellation of PHRX Shares if defined milestones are not achieved within agreed timelines. This rescission right expires no later than March 1, 2026.

In connection with the completion of the first tranche, Canurta’s Founder and CEO, Akeem Gardner, has joined PharmaDrug’s Board of Directors, aligning governance as the parties advance complementary pipelines and shared capital markets objectives.

Dr. David Kideckel, Executive Chairman of PharmaDrug, commented:

“We are excited to execute on the first stage of our investment in Canurta with the intention to begin a substantial collaboration that will enable us to finally push forward with our cepharanthine development strategy and the already approved phase 1 clinical trial in Australia.”

Akeem Gardner, Founder and CEO of Canurta, added:

“This transaction represents an important alignment between Canurta and PharmaDrug at a time when disciplined execution matters most. PharmaDrug brings public-market experience and a shared commitment to advancing credible, clinically grounded programs. We look forward to working together to unlock the value of our botanical IP portfolio and to accelerate development in a manner that is both capital-efficient and scientifically rigorous.”

The transaction supports Canurta’s broader strategy to access public capital markets, scale its proprietary Polykye™ discovery platform, and advance its pipeline of multi-target botanical therapeutics, including lead candidate CNR-401, which is being developed for Amyotrophic Lateral Sclerosis (ALS) with a parallel real-world evidence strategy.

About Canurta Inc.

Canurta Inc. is an innovative biotechnology company dedicated to pioneering botanical therapeutics for inflammatory and neurodegenerative diseases. Using its proprietary Polykye™ platform, Canurta develops rare bioactive botanical ingredients and multi-target formulations designed to address complex disease mechanisms with clinical rigor. The Company’s lead candidate, CNR-401, is progressing toward Phase 2 clinical development in ALS, supported by an integrated preclinical and real-world evidence strategy.

About PharmaDrug Inc.

PharmaDrug Inc. is a specialty pharmaceutical company focused on the research, development and commercialization of controlled substances and natural medicines, including psychedelics and previously approved drugs. PharmaDrug holds a majority interest in Sairiyo Therapeutics, which is developing a patented reformulation of cepharanthine for infectious diseases and rare cancers, with the goal of advancing through clinical development and regulatory approval in key markets.

Caution Regarding Forward-Looking Information: 

THE CANADIAN SECURITIES EXCHANGE HAS NOT REVIEWED NOR DOES IT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. 

This news release may contain forward-looking statements and information based on current expectations. These statements should not be read as guarantees of future performance or results of the Company. Forward-looking statements in this press release relate the Transaction, the issuance of PHRX Shares, the holding of the Shareholder Meeting, the entering into the Definitive Agreement relating to the Transaction, the business of Canurta and the development of the Company's business. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. 

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 Company 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; the actual results of the Company's future operations; competition; changes in legislation affecting the Company; the ability to obtain and maintain required permits and approvals, the timing and availability of external financing on acceptable terms; 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 Company's disclosure documents on the SEDAR+ website at www.sedarplus.ca. Although the Company has attempted to identify important 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. Accordingly, readers should not place undue reliance on forward-looking information. 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. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. 

The Company's securities have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. Persons", as such term is defined in Regulations under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful. 

Forward-looking information contained in this press release is expressly qualified by this cautionary statement. The forward-looking information contained in this press release represents the expectations of the Company as of the date of this press release and, accordingly, are subject to change after such date. However, the Company 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.