PTN.P Proton Capital Corp

PROTON CAPITAL CORP. (“Proton” or the “Corporation”) (PTN.P-TSX-V), a capital pool company under the rules of the TSX Venture Exchange (the “TSXV”), is pleased to announce the results of the special meeting of the shareholders of the Corporation held on January 22, 2024 (the “Meeting”) and to provide an update on the proposed qualifying transaction of the Corporation (the “Qualifying ‎Transaction”).

Special Shareholders Meeting

All matters set forth in the management proxy and information circular dated December 11, 2023, were approved by the shareholders of Proton at the Meeting. The resolutions that were passed at the Meeting included:

• conditional on the completion of the Qualifying ‎Transaction,‎ the approval of the name change of the Corporation to “PharmaCorp Rx Inc.”;
• conditional on the completion of the Qualifying Transaction, ‎fixing the number of directors of the Corporation to be ‎elected at the Meeting at seven (7)‎;
• conditional on the completion of the Qualifying Transaction, the election of Alan Simpson, Dwayne Anderson, Grady Brown, Calvin LeRoux, Ken Brownell, James ‎Dumont and Grant Hladun ‎as directors of the Corporation to serve upon completion of the Qualifying Transaction; and
• conditional on the completion of the Qualifying Transaction, the approval of the equity incentive plan of the ‎Corporation.

Further disclosure on the matters approved at the Meeting can be found in the information circular, which was filed on SEDAR+ on December 15, 2023.

Potential QT Acquisition Update

Further to its news releases dated April 20, 2023, July 26, 2023, August 31, 2023 and October 10, 2023, Proton continues to evaluate the acquisition (“Potential QT Acquisition”) of a PharmaChoice Canada Inc. bannered pharmacy or pharmacies as part of the Corporation’s proposed “Qualifying Transaction” within the meaning of TSX Venture Exchange (“TSXV”) Policy 2.4 - Capital Pool Companies. Proton advises that it has now executed seven non-binding letters of intent with PharmaChoice Canada Inc. bannered pharmacies, but it has not yet entered into any definitive agreements in respect of a Potential QT Acquisition. Proton will provide a further update in respect of a Potential QT Acquisition when Proton enters into a binding definitive agreement in relation to such Potential QT Acquisition. Proton cautions that there is no guarantee that a definitive agreement in relation to a Potential QT Acquisition will be completed with any of the pharmacies with which Proton has executed such non-binding letters of intent.

Other Information and Halt

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained.

There can be no assurance that the Qualifying Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release.

In accordance with the policies of the TSXV, the common shares of Proton are currently halted from trading and will remain halted until further notice.

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). Proton is classified as a Capital Pool Company (“CPC”) as defined in Policy 2.4 of the TSXV. The principal business of Proton is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a “qualifying transaction” as defined under TSXV policies. Proton’s shares trade on the TSXV under the trading symbol: PTN.P

For further information, contact:Mr. Alan Simpson3603 Selinger CrescentRegina, Saskatchewan S4V 2H7 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” 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 proposed Qualifying Transaction, including the completion of the proposed Qualifying Transaction, the matters that were conditionally approved at the Meeting, the execution of a definitive agreement in relation to a Potential QT Acquisition, and the completion of a Potential QT Acquisition. This forward-looking information reflects Proton’s current beliefs and is based on information currently available to Proton and on assumptions Proton believes are reasonable. These assumptions include, but are not limited to: the closing of the proposed Qualifying Transaction; the potential execution of a definitive agreement in relation to a Potential QT Acquisition, the completion of satisfactory due diligence by Proton in relation to proposed Qualifying Transaction; the receipt of all required approvals for the proposed Qualifying Transaction‎, including TSXV acceptance and any board or shareholder approvals or third party consents; the completion and approval of all requirements in relation to Proton’s previously announced potential prospectus offering, and market acceptance of the proposed Qualifying Transaction and potential prospectus offering‎. 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 Proton 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 Proton; the timing and availability of external financing on acceptable terms; conclusions of economic evaluations and appraisals; lack of qualified, skilled labour or loss of key individuals; risks related to the COVID-19 pandemic including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, service disruptions, quarantines, self-isolations, shelters-in-place and social distancing, mandatory vaccination policies, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Proton’s disclosure documents on the SEDAR+ website at www.sedarplus.ca. Although Proton 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 Proton as of the date of this news release and, accordingly, is subject to change after such date. However, Proton 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.