Mr. Stephen Van Deventer reports

PREVECEUTICAL PROVIDES UPDATE ON PLAN OF ARRANGEMENT WITH BIOGENE THERAPEUTICS INC.

Further to its news releases of Sept. 4, 2025, Sept. 19, 2025, and Oct. 10, 2025, Preveceutical Medical Inc. will be proceeding to complete its previously announced plan of arrangement to be effected under Part 9, Division 5 of the Business Corporations Act (British Columbia) with BioGene Therapeutics Inc.

On Sept. 9, 2025, the company obtained an interim order from the British Columbia Supreme Court authorizing the company to call a shareholder meeting to, among other things, approve the arrangement. Shareholders of the company approved the arrangement at a meeting held on Oct. 10, 2025. On Oct. 17, 2025, the court rendered a final order approving the arrangement.

Pursuant to the terms of the arrangement agreement, Preveceutical intends to spin out 12 million common shares of BioGene to the shareholders of Preveceutical on a pro rata basis. Preveceutical received the BioGene spinout shares on Nov. 15, 2024, in consideration for the sale of certain intellectual property assets to BioGene.

The arrangement

Pursuant to the arrangement agreement, Preveceutical will, among other things, conduct a share capital reorganization, whereby the existing common shares of Preveceutical will be renamed and redesignated as Class A common shares and a new class of voting common shares will be created. Each Preveceutical Class A share will be exchanged for one new Preveceutical share and such number of BioGene spinout shares that is equal to 12 million divided by the number of issued and outstanding Preveceutical Class A shares on the effective date of the arrangement. Once the arrangement is complete, Preveceutical shareholders will own shares in two companies: BioGene, which will focus on the development of the dual-gene therapy program, and Preveceutical, which will continue to focus on developing innovative options for preventive and curative therapies utilizing organic and nature-identical products.

Pursuant to the arrangement, the company has set Oct. 31, 2025, as the record date for the purposes of determining the Preveceutical shareholders entitled to receive new Preveceutical shares and BioGene spinout shares. The company intends on completing the arrangement shortly thereafter.

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).

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