Canurta Therapeutics Enters Definitive Agreement with PharmaDrug Inc. to Accelerate Strategic Growth and Public Market Access

Toronto, Ontario – October 31, 2025 – Canurta Therapeutics (“Canurta” or the “Company”), a biotechnology company focused on the development of novel botanical therapeutics for neurodegenerative and inflammatory diseases, is pleased to announce that it has entered into a definitive securities purchase and exchange agreement (the “Definitive Agreement”) with PharmaDrug Inc. (CSE: PHRX.CN) (“PharmaDrug”) regarding the acquisition of up to 40% of Canurta’s issued and outstanding limited partnership units (the “LP Units”). 

Akeem Gardner, Founder and CEO of Canurta, commented:

"This agreement formalizes our collaboration with PharmaDrug to advance CNR-401 and other pipeline assets. We look forward to leveraging PharmaDrug's public market platform to scale Canurta's research and deliver value for patients and shareholders." 

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

"Executing the Definitive Agreement with Canurta represents a major milestone in our strategy to expand PharmaDrug's biotechnology footprint through innovative botanical drug development. This partnership enhances our clinical pipeline and supports our long-term growth objectives." 

The transaction outlines a two-tranche acquisition structure: 

First Closing (Tranche 1): PharmaDrug will acquire 20% of Canurta’s LP Units by issuing 25,980,291 common shares, based on a 20-day volume-weighted average price (VWAP) calculation. This tranche is expected to close on or before November 10, 2025, subject to customary closing conditions. 

Second Closing (Tranche 2): PharmaDrug may acquire an additional 20% of Canurta’s LP Units by issuing 57,670,593 shares. This tranche is expected to close on or before January 31, 2026, subject to PharmaDrug shareholder approval. 

Upon completion of both tranches, Canurta would own approximately 44% of the total issued and outstanding shares of PharmaDrug, with Canurta’s CEO, Akeem Gardner, to be appointed to PharmaDrug’s Board of Directors. 

The agreement also includes a rescission right, which permits Canurta to unwind the first tranche if certain conditions are not met by March 1, 2026. 

This transaction represents a key milestone in Canurta’s capital markets strategy and supports the Company’s broader efforts to scale operational capabilities and accelerate the development of its therapeutic pipeline, including lead candidate CNR-401, an investigational botanical drug for ALS (Amyotrophic Lateral Sclerosis), and the Company’s proprietary Polykye™ AI platform for drug discovery. 

The completion of this agreement is part of a broader strategic roadmap that includes Canurta’s previously announced LOI with extractX Ltd., and further reflects the Company’s commitment to unlocking growth capital, expanding infrastructure, and delivering innovation across neurological and inflammatory disease areas. 

Canurta will continue to provide updates on closing and integration milestones as the transaction progresses. 

About Canurta Therapeutics 

Canurta Therapeutics is a biotechnology company developing multi-target botanical therapeutics derived from rare hemp polyphenols. Through its Polykye™ AI platform, Canurta leverages advanced informatics to identify, optimize, and validate novel compounds for the treatment of neuroinflammation, antimicrobial resistance, and neurodegenerative diseases including ALS. The Company’s lead asset, CNR-401, is currently advancing through preclinical development with the goal of entering clinical trials. 

About PharmaDrug Inc. 

PharmaDrug is a specialty pharmaceutical company focused on the research, development and commercialization of controlled-substances and natural medicines such as psychedelics and previously approved drugs. PharmaDrug owns 51% of Sairiyo Therapeutics ("Sairiyo"), a biotech company that specializes in researching and reformulating established natural medicines with a goal of bringing them through clinical trials and the associated regulatory approval process in the US and Europe. Sairiyo is currently developing its patented reformulation of cepharanthine, a drug that has shown substantial third party validated potential for the treatment of infectious disease and rare cancers. Sairiyo is also conducting R&D in the psychedelics space for the treatment of non-neuropsychiatric conditions. 

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.