PTN.P Proton Capital Corp

PROTON CAPITAL CORP. (“Proton” or the “Corporation”) (PTN.P-TSX-V), 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 and May 27, 2024, it has completed: (a) the acquisition (the “Acquisition”) of ‎75% of the outstanding shares of Saskatoon Family Pharmacy Ltd.‎ (“SFP”), to form the “Resulting Issuer”; and (b) the closing of the first tranche of its brokered public offering (the “Offering”) of common shares, all subject to the final approval of the TSX Venture Exchange (the “TSXV”).

‎The purchase price for the Acquisition was satisfied by the issuance of an aggregate of 2,730,075 common shares of Proton at a deemed price of $0.40 per share. The common shares issued in connection with the Acquisition are subject to the Tier 2 value escrow regime of the TSXV. Proton intends that the Acquisition, together with the previously announced strategic alliance ‎agreement with PharmaChoice Canada Inc., will constitute its “Qualifying Transaction”, as such term is defined in Policy 2.4 – Capital Pool ‎Companies of the policies of the TSXV.

In connection with the closing of the first tranche of the Offering, the Corporation issued 51,994,146 common shares at a price of $0.40 per share for gross proceeds to the Corporation of $20,797,658.40, before deducting the agent’s fees and estimated offering expenses. The Offering is being conducted by iA Private Wealth Inc. (the “Agent”) ‎as the exclusive agent on a “best efforts” basis. The Agent received a cash commission in the amount of $761,253.20 in connection with the closing of the first tranche of the Offering. Proton intends to use the net proceeds from the Offering as disclosed in the Prospectus. The Offering is being conducted in each of the provinces of Canada, other than Quebec, by way of a long form prospectus dated May 24, 2024 (the “Prospectus”). The Prospectus is accessible on SEDAR+ at www.sedarplus.ca.

It is expected that the Resulting Issuer will be 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. As the Corporation anticipates that it will close up to a maximum of two additional tranches of the Offering, its common shares will be immediately halted after listing ‎until the completion of the closing of the final tranche of the Offering. ‎ The final closing date of the Offering shall be determined between the agent and the Corporation. ‎

The Corporation intends to complete the name change to ‎“PharmaCorp Rx Inc.” ‎immediately following the closing of the final tranche of the Offering. Following the name change, common share certificates bearing the name “Proton Capital Corp.” will continue to be valid in settlement of trades and will only be replaced with certificates bearing the new name upon transfer. The Corporation will not request, and shareholders will not be required to, exchange their existing share certificates for new certificates bearing the new company name.

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 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.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any ‎securities ‎‎in any jurisdiction.‎

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 Qualifying Transaction, including the intention that the Acquisition and the strategic alliance with PharmaChoice will constitute Proton’s Qualifying Transaction, and the anticipated listing as a Tier 2 Industrial Issuer on the issuance of the TSXV’s final bulletin in relation to the Qualifying Transaction; the Offering, including the anticipated closing of additional tranches of the Offering and the use of proceeds of the Offering; the anticipated continued halt in the trading of the Common Shares of Proton until the closing of the final tranche of the Offering; and the anticipated name change of the Corporation to PharmaCorp. RX Inc., including the anticipated timing of such name change. This forward-looking information reflects current beliefs and is based on information currently available to the management of the Corporation and on assumptions they believe are reasonable. These assumptions include, but are not limited to: the closing of additional tranches of the Offering; the receipt of all required approvals for the proposed Qualifying Transaction‎ and Offering, including TSXV acceptance and any third party consents; and market acceptance of the proposed Qualifying Transaction and the 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 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; lack of qualified, skilled labour or loss of key individuals; and risks related to the COVID-19 pandemic. 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 Proton’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.