Mr. Charles MaLette reports

SURENANO ANNOUNCES NON-BINDING LETTER OF INTENT TO NEGOTIATE PROPOSED TRANSACTION OF GLUCAPHARM INC. FOR GLP-1 DRUG DEVELOPMENT

Surenano Science Ltd. has entered into a non-binding letter of intent (LOI) with GlucaPharm Inc. to conduct legal, technical and financial due diligence on GlucaPharm and its licence to the intellectual property as described below. If the company elects to proceed following the conclusion of its due diligence, the parties shall negotiate and enter into a definitive binding agreement. The LOI contains both binding and non-binding terms, the former including mutual confidentiality and due diligence access rights, each party bears own expenses and mutual exclusivity of negotiations, and the non-binding terms relating to the substantive terms of the proposed transaction share exchange terms.

GlucaPharm is a privately held British Columbia corporation and holds exclusive rights to develop Syracuse University's GEP-44 GLP-1 pharmaceutical patent protected compound discovery and technology. GEP-44 is a novel compound that addresses diabetes and weight loss, similar to current in-market GLP-1s such as Ozempic, but targeting no-needle administration method and superior tolerability, including reduced side effects most experienced by leading in-market drugs such as nausea and gastrointestinal issues. GEP-44 is a triple antagonist with strong preclinical results, patents filed, academic validation and market exploration underway, poised to transform the treatment of obesity and diabetes worldwide.

Proposed transaction overview

The proposed transaction is expected to be structured as a share exchange pursuant to which Surenano will acquire 100 per cent of the issued and outstanding common shares in the capital of GlucaPharm through the issuance of an aggregate number of common shares to GlucaPharm shareholders, to be agreed upon subject to completion of due diligence, in the capital of Surenano upon closing of the proposed transaction via a share exchange agreement. Following the closing, it is expected that GlucaPharm shareholders will collectively own under 20 per cent of the issued and outstanding Surenano shares.

The LOI sets out certain terms and conditions pursuant to which the proposed transaction will be completed. The proposed transaction remains subject to certain closing conditions, including, without limitation: (a) the completion of customary due diligence; (b) the negotiation and execution of a definitive agreement; and (c) the receipt of all required regulatory and third party approvals and, if applicable, the approval of the GlucaPharm shareholders. There can be no guarantees that the proposed transaction will be completed as contemplated or at all.

Upon the execution of a definitive agreement between Surenano and GlucaPharm, the company will issue a subsequent news release containing the details of the definitive agreement and any additional terms of the proposed transaction.

Finders' fees may be payable in connection with the proposed transaction, all in accordance with the policies of the Canadian Securities Exchange.

Surenano private placement

On Nov. 5, 2025, the company announced its intention to complete a private placement for proceeds of up to $1.25-million, which will consist of the sale of up to 10 million units at a price of 12.5 cents per unit. Each unit will comprise one common share and one common share purchase warrant, with each warrant entitling the holder thereof to acquire one common share in the capital of the company at a price of 35 cents per common share for a period of 24 months from the date of issuance. The warrants will be subject to an acceleration provision, such that if at any time after the date that is four months and one day after the closing, the company's shares trade on the Canadian Securities Exchange at a closing price of 50 cents or greater per share for a period of 10 consecutive trading days, the company may accelerate the expiry of the warrants by giving notice to the holders thereof and, in such case, the warrant will expire on 30th day after the date of such notice. Refer to Surenano's news release dated Nov. 5, 2025, for further details on the private placement announcement.

The company intends to use proceeds of the private placement for operating expenses, including legal and audit fees, general working capital, expenses related to exploring new markets for its Surenano surfactant, and to investigate complementary industries, including, but not limited to, GlucaPharm. The negotiations to acquire GlucaPharm and the private placement are not interdependent.

About Surenano Science Ltd.

The business of Surenano Science is the sale and distribution of the Surenano surfactant, which is a ready-to-mix food grade compound that provides the base for high performance nanoemulsions to create incredibly homogeneous and stable products while maximizing bioavailability, clarity and taste. The company has an exclusive licence to distribute the Surenano surfactant within Canada, and Oklahoma and Colorado, U.S.

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