Mr. Stephen Van Deventer reports

PREVECEUTICAL LAUNCHES STRATEGIC PARTNERSHIP WITH BIOGENE THERAPEUTICS

Preveceutical Medical Inc. signed a definitive agreement on Oct. 29, 2024, to sell certain intellectual property assets owned by itself and its affiliate, Preveceutical (Australia) Pty. Ltd., to BioGene Therapeutics Inc., a wholly owned subsidiary of the company.

Stephen Van Deventer, chairman and chief executive officer, commented, "We are extremely pleased that our dual-gene therapy program will advance as a singular entity, and we will retain new scientists, board of directors and management who specialize in this medical field."

The assets that BioGene will acquire include: (i) the intellectual property arising from the continuing research program by UniQuest Pty. Ltd. for Preveceutical Australia but excluding any improvements to the background IP (as hereinafter defined); (ii) the option provided to Preveceutical Australia to obtain a licence of the background IP (as hereinafter defined); and (iii) any other assets or intellectual property held by Preveceutical and Preveceutical Australia in connection with the commercialization of bioresponsive gene carrier-and-release systems for siRNA delivery in the treatment or prevention of diabetes and obesity. Background IP refers to all intellectual property developed at the University of Queensland in the research group of Dr. Harendra Parekh involving bioreducible amino acid derivatives, bioreducible peptide dendrimers synthesized from the amino acid derivatives, and methods and know-how for producing such bioreducible derivates and dendrimers.

The aggregate purchase price for the assets will be $1,353,227 (U.S.), of which $500,000 (U.S.) will be paid in cash and the remaining paid by the allotment and issuance of 16 million common shares in the capital of BioGene at a deemed price of 5.33 cents per consideration share. The cash payment will be paid within 24 months. Additionally, BioGene will compensate Preveceutical for third party accounting costs incurred for its valuation and audit up to a maximum of $30,000.

Preveceutical is committed to distributing a portion of the consideration shares to its shareholders, with the precise allocation of consideration shares to be distributed to be determined by the record date (as will be determined by Preveceutical). At this time, Preveceutical plans to allocate approximately 75 per cent of the consideration shares for distribution, subject to the outcome of tax consultations and strategic planning for Preveceutical's future. Shareholders who are registered on the record date will be eligible for a pro rata distribution, whereby each shareholder will receive an allocation of consideration shares proportionate to their current shareholding in Preveceutical. Shareholders can expect further details and confirmation of the exact share distribution numbers as well as confirmation regarding the record date in the coming weeks.

Closing of the acquisition remains subject to, without limitation, receiving all necessary consents and approvals, as well as the satisfaction of various closing conditions as set forth in the agreement.

About Preveceutical Medical Inc.

Preveceutical is a health sciences company that develops innovative options for preventive and curative therapies utilizing organic and nature identical products.

Preveceutical aims to be a leader in preventive health sciences and currently has five research and development programs, including: dual-gene therapy for curative and prevention therapies for diabetes and obesity; the Sol-gel program; Nature Identical peptides for treatment of various ailments; non-addictive analgesic peptides as a replacement to the highly addictive analgesics such as morphine, fentanyl and oxycodone; and a therapeutic product for treating athletes who suffer from concussions (mild traumatic brain injury).

We seek Safe Harbor.