PTN.P Proton Capital Corp

PROTON CAPITAL CORP. (“Proton” or the “Corporation”) (TSXV: PTN) is pleased to announce that, further to its news releases dated April 20, 2023, July 26, 2023, August 31, 2023, October 10, 2023, January 22, 2024, February 21, 2024, March 22, 2024, May 27, 2024, June 6, 2024 and July 2, 2024, it has completed the closing of its brokered public offering (the “Offering”) of common shares, subject to the final approval of the TSX Venture Exchange (the “TSXV”).

The Offering

In connection with the closing of both tranches of the Offering, the Corporation issued a total of 72,312,500 common shares at a price of $0.40 per share for total gross proceeds from the Offering to the Corporation of $28,925,000, before deducting the agent’s fees and estimated offering expenses. The Offering was conducted by iA Private Wealth Inc. (the “Agent”) ‎as the exclusive agent on a “best efforts” basis. The Agent received an aggregate cash commission in the amount of $1,102,189.18 in connection with the closing of both tranches of the Offering. The Offering was conducted in each of the provinces of Canada, other than Quebec, by way of a long form prospectus dated May 24, 2024 (the “Prospectus”). Proton intends to use the net proceeds from the Offering as disclosed in the Prospectus. The Prospectus is accessible on SEDAR+ at www.sedarplus.ca.

Following the closing on June 6, 2024 of the Corporation’s ‎“Qualifying Transaction”, as such term is defined in Policy 2.4 – Capital Pool ‎Companies of the policies ‎of the TSXV, and of the first tranche of the Offering, the Corporation was listed at market open on Tuesday, June 11, 2024, on ‎the TSXV as a Tier 2 Industrial Issuer following the ‎issuance of the TSXV’s final bulletin in relation to the Qualifying Transaction and was immediately halted after listing ‎until the completion of the closing of the final tranche of the Offering. The Corporation expects to resume trading of its common shares at market open on Monday, July 22, 2024.

Name Change

In connection with the closing of the Qualifying Transaction and the closing of the Offering, the Corporation will change its name to “PharmaCorp Rx Inc.” effective July 22, 2024. The common shares of the Corporation will commence trading under the new name on the TSXV with the new trading symbol “PCRX” at market open on Monday, July 22, 2024. Common share certificates bearing the name “Proton Capital Corp.” will continue to be valid in the settlement of trades and will only be replaced with certificates bearing the new name upon transfer. The Corporation is not requesting, and shareholders are not required to, exchange their existing share certificates for new certificates bearing the new company name.

Stock Options

The Corporation granted a total of 3,850,000 options to purchase common ‎shares to directors, officers and consultants of the Corporation, with an exercise price of $0.40 and ‎an expiry date of July 18, 2034, subject to approval of the TSXV. The Corporation relied on section 5.5(b) of Multilateral Instrument 61-‎‎101 as the exemption from ‎the formal valuation requirements of MI 61-101 in respect of the grant of ‎options to the directors and officers of ‎the Corporation, as the common shares of the Corporation are not ‎listed on a specified market (and ‎the common shares are only listed on the TSXV). ‎The Corporation relied on ‎section 5.7(a) of MI 61-101 as the exemption from the minority approval ‎requirements of MI 61-‎‎101 in respect of the grant of options to the directors and officers of the ‎ Corporation as neither the fair market ‎value of the subject matter of, nor the fair market value of the ‎consideration for, the grant of the ‎options to the directors or officers of the Corporation exceeded 25% of the ‎Corporation’s market capitalization.‎

Directors and Officers

Following the closing of the Qualifying Transaction, the directors and officers of the Corporation are as follows:

Alan Simpson	-	Director and Executive Chairperson
Grady Brown	-	Director and Chief Executive Officer
Calvin LeRoux	-	Director and President
Glenn Fradette	-	Director
Ken Brownell	-	Director
James Dumont	-	Director
Grant Hladun	-	Director
Terri Tatchell	-	Chief Financial Officer
Paul Dale	-	Chief Operating Officer
Kimberly Carroll	-	Corporate Secretary

‎Market Maker Engagement

Effective July 22, 2024, Proton has executed an agreement with Independent Trading Group ("ITG") to provide market-making services in accordance with TSXV policies. ITG will trade common shares of the Corporation on the TSXV and all other trading venues with the objective of maintaining a reasonable market and improving the liquidity of the Corporation’s common shares.

Under the agreement, ITG will receive compensation of CAD$6,500 per month, payable monthly in advance. The agreement is for an initial term of one month and will renew for additional one-month terms unless terminated. The agreement may be terminated by either party with 30 days' notice. There are no performance factors contained in the agreement and ITG will not receive shares or options as compensation. ITG and the Corporation are unrelated and unaffiliated entities and at the time of the agreement, neither ITG nor its principals have an interest, directly or indirectly, in the securities of the Corporation.

ITG is a Toronto based CIRO dealer-member that specializes in market making, liquidity provision, agency execution, ultra-low latency connectivity, and bespoke algorithmic trading solutions. Established in 1992, with a focus on market structure, execution and trading, ITG has leveraged its own proprietary technology to deliver high quality liquidity provision and execution services to a broad array of public issuers and institutional investors.

Other Information and Halt

Investors are cautioned that, except as disclosed in the Prospectus, any information released or received ‎with respect to the Offering may not be accurate or complete and should not be relied ‎upon. This news release does not constitute an offer to sell or the solicitation of an offer to buy any ‎securities ‎‎in any jurisdiction.‎ As noted above, the common shares of Proton are currently halted from ‎trading and, in connection with the completion of the final tranche of the Offering, are expected to resume trading on July 22, 2024.‎‎

About Proton Capital Corp.

Proton was incorporated on September 1, 2021 by certificate of incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta). As a Capital Pool Company, Proton completed its Qualifying Transaction as defined in Policy 2.4 of the TSX Venture Exchange on June 6, 2024. The Qualifying Transaction consisted of its strategic alliance with PharmaChoice Canada Inc. and the acquisition of 75% of the outstanding shares of Saskatoon Family Pharmacy Ltd.

For further information, contact:Mr. Alan SimpsonSuite #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.

The securities referred to in this news release have not been, and will not be, registered under the ‎United ‎‎States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold ‎‎within the United ‎States or to, or for the account or benefit of, any U.S. person unless they are ‎‎registered under the ‎United States Securities Act of 1933, as amended, and any applicable state ‎‎securities laws, or an applicable ‎exemption from the such U.S. registration requirements is available. ‎‎This news release does not constitute an offer ‎for sale of securities, nor a solicitation for offers to buy ‎‎any securities. Any public offering of ‎securities in the United States must be made by means of a ‎‎prospectus containing detailed ‎information about the company and management, as well as financial ‎‎statements.‎

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

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 Offering, including the use of proceeds of the Offering; the removal of the halt in respect of the trading of the common shares of the Corporation; the name change of the Corporation and the trading of common shares of the Corporation by ITG as market maker for the Corporation. 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 for the closing of the final tranche of the Offering and the resumption of the trading of the common shares of the Corporation. 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 environmental legislation, 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 Prospectus and the Corporation’s other 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.