All figures in Canadian dollars ($) unless otherwise specified

Toronto, Ontario and Rionegro, Colombia--(Newsfile Corp. - December 30, 2025) - PharmaCielo Ltd. (TSXV: PCLO) (OTC Pink: PCLOF) ("PharmaCielo" or the "Company"), the Canadian parent of Colombia's premier cultivator and producer of dried flower and medicinal-grade cannabis extracts, PharmaCielo Colombia Holdings S.A.S., today announced revocation of FFCTO and related corporate matters.

Reinstatement to Trading
Effective October 27, 2025, PharmaCielo's principal regulator, the Ontario Securities Commission ("OSC"), has revoked the failure to file cease trade order (the "FFCTO") that was issued on August 5, 2025. The FFCTO resulted from a delay in filing the Company's audited annual consolidated financial statements for the fifteen months ended March 31, 2025, along with the related management's discussion and analysis and CEO/CFO certifications as required under National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings (collectively, the "Required Documents")

The Required Documents have now been filed on SEDAR+, and trading of PharmaCielo shares will resume on the TSX Venture Exchange (the "Exchange") following the dissemination of this news release.

Management Commentary
Marc Lustig, Chairman and CEO of PharmaCielo commented, "With the filing of our financial statements and the lifting of the cease trade order, PharmaCielo is ready to move forward. Over the past year, our team has worked with focus and discipline to strengthen the balance sheet, streamline operations in Colombia, and align our commercial efforts with the growing demand for high-quality, ethically produced cannabis ingredients.

As we look ahead, our priorities are clear: Build consistent export volumes, deepen relationships with our international partners, and selectively expand into markets where we can sustain profitability."

Summary Financials - Second Quarter Ended September 30, 2025

*Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization). The term Adjusted EBITDA does not have any standardized meaning under IFRS Accounting Standards. Therefore, it may not be comparable to similar measures presented by other companies.

• For further detailed information and analysis, please see the financial statements and management's discussion and analysis for the period ending June 30, 2025, as posted at sedarplus.ca and pharmacielo.com

Related Party Bridge Loans and Outstanding Balances
As of today, the Company has an aggregate principal balance of $2,150,000 in secured bridge loans from related parties, bearing interest at eleven percent (11%) per annum and secured by Company assets. This balance consists of $1,950,000 advanced by Mr. Marc Lustig, in multiple instalments ranging from $5,000 to $150,000 over the period from February 13, 2024, to July 11, 2025, and $200,000 advanced by Mr. Douglas Bache in two instalments of $100,000 made on July 12, 2024, and December 10, 2024. These advances were originally provided as prepayments toward a potential equity financing and were subsequently classified as secured loans.

The bridge loans constitute related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61 101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has filed the required submission with the Exchange's Listed Issuer Services (the "LIS"), subject to the Exchange's acceptance.

The Company relied on the exemption from the minority approval requirements of MI 61 101 set out in section 5.7(1)(f) - Loan to Issuer, No Equity or Voting Component, as the loans were made on reasonable commercial terms, are not convertible into equity or voting securities, are not repayable in equity, and do not include any participating feature.

Issuance of 2024 Debenture Units
Between January and May 2024, the Company issued an aggregate of 985 debenture units (the "New Units") for total gross proceeds of $985,000, as the final tranche of the debenture offering originally announced on June 29, 2023. The New Units mature on June 30, 2026, and were issued on the same terms as previously disclosed. Each New Unit was issued at a price of $1,000 and consists of a $1,000 principal amount of an 11% secured debenture, which is not convertible into common shares, and 1,000 non-transferable common share purchase warrants. Each warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.22 per share for a period of 60 months from the initial closing date. The Company has filed the required submission with the LIS, subject to the Exchange's acceptance.

Annual General Meeting
The Company's most recent annual general meeting was held on February 20, 2024. PharmaCielo is currently working on several transactions, which will require a Special and Annual General Meeting to be held; as a result, PharmaCielo intends to hold its next meeting in the next several months. In conjunction with reinstatement to trading, the Exchange will place the Company on a ninety day notice to rectify the annual general meeting deficiency, in accordance with Exchange Policy 3.2 section 4.1. The Company will provide further details on meeting timing once confirmed.

Working Capital Deficiency and Remedial Plan
As at September 30, 2025, PharmaCielo reported a working capital deficiency of $20,026,086. PharmaCielo has maintained adequate working capital and financial resources to support operations. Since becoming a public company in January 2019, PharmaCielo has consistently financed its working capital requirements through equity issuances, debenture financings, and, more recently, direct cash injections from the Company's Chairman and other insiders, as bridge loans in anticipation of an upcoming equity financing.

As at September 30, 2025, current liabilities consisted of: 

(a) accounts payable and accrued liabilities of $5.73 million;
(b) the current portion of debt of $2.39 million; and
(c) the current portion of debentures of $15.43 million.

As announced on October 6, 2025, proceeds from the sale of the La Margarita property have been applied to reduce key current liability items, including payables owed to banks, suppliers and employees, many of whom have supported the Company through extended payment terms while PharmaCielo works toward positive cash flow. The Company has fully repaid the Banco Agrario loan. In addition, PharmaCielo has repaid approximately $4 million of outstanding debentures in September and October 2025. The remaining debentures, which mature in June 2026, are expected to be addressed through several potential equity transactions currently under review, which would result in the conversion of these debentures into equity as part of broader strategic initiatives.

About PharmaCielo
PharmaCielo Ltd. ((TSXV: PCLO) (OTC Pink: PCLOF) is a global company, headquartered in Canada, with a focus on ethical and sustainable cultivating, processing and supply of all natural, pharmaceutical-grade medical dried cannabis flower and cannabis products to large channel distributors. PharmaCielo's principal (and wholly owned) subsidiary is PharmaCielo Colombia Holdings S.A.S., headquartered at its cultivation and processing center located in Rionegro, Colombia.

Forward-Looking Statements

This news release contains forward-looking statements. Forward-looking statements can be identified by the use of words such as "expects", "is expected", "intends", "anticipates", "believes", or variations of such words and phrases or state that certain actions, events or results "may" or "will" be taken, occur or be completed or achieved. Forward-looking statements in this news release include, without limitation, statements regarding potential financing transactions, and the possible conversion of debentures.

The forward-looking statements in this news release are necessarily based on assumptions, including assumptions with respect to PharmaCielo's ability to obtain necessary approvals for the issuance of the debenture units.

Forward-looking statements can be affected by known and unknown risks, uncertainties and other factors, including changes to PharmaCielo's development plans, the failure to obtain and maintain all necessary regulatory approvals relating to the export of cannabinoid products and the import of these products into other countries, TSX Venture Exchange approval, the inability to export or distribute commercial products through sales channels as anticipated due to economic or operational circumstances, risks associated with operating in Colombia, fluctuation of the market price for the Company's products, risks associated with global economic and political instability or other developments, risks related to retention of key Company personnel, currency exchange risk, competition in PharmaCielo's market and other risks discussed or referred to under the heading "Risk Factors" in PharmaCielo's Annual Information Form for the financial year ended December 31, 2019, which is available at www.sedar.com. Accordingly, readers should not place undue reliance on forward-looking statements. Except as required by law, PharmaCielo undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

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 press release.

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