Ms. Em Atkins reports

APOLO V ACQUISITION CORP. AND TELYRX, INC. ENTER INTO LETTER OF INTENT TO COMPLETE QUALIFYING TRANSACTION

Apolo V Acquisition Corp. and TelyRx Inc. have entered into a non-binding letter of intent dated Dec. 5, 2025, which outlines the principle terms and conditions pursuant to which Apolo and TelyRx will complete a transaction that will result in a reverse takeover of Apolo by TelyRx. The proposed transaction will be an arm's-length transaction, and, if completed, will constitute Apolo's qualifying transaction (as such term is defined in Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual).

TelyRx

TelyRx is a United States vertically integrated, technology-enabled health care and pharmacy services company operating a secure digital pharmacy platform at the TelyRx website. The platform connects patients nationwide with independent, state-licensed physicians for convenient access to everyday prescriptions. TelyRx's licensed pharmacies, TelyRx LLC in Clearwater, Fla., and TelyRx Dallas LLC in Irving, Tex., dispense exclusively Food and Drug Administration-approved medications sourced from verified United States wholesalers. Today, TelyRx provides more than 350 medications and serves over 97 per cent of the U.S. population through its streamlined, affordable care model.

"As we take TelyRx public, we're advancing a simple but powerful mission: to make access to everyday prescription medication safer, faster and more transparent," said Vanessa Slowey, chief executive officer of TelyRx. "TelyRx was founded by health care industry veterans, which is why, from day 1, we've prioritized compliance, clinical integrity and patient trust. Our risk-curated formulary of FDA-approved medications, our nationwide network of independent licensed providers and our intuitive, patient-first platform all work in concert to deliver a seamless care experience."

Proposed transaction summary

The proposed transaction is expected to be structured such that a wholly owned subsidiary of Apolo will merge with and into TelyRx, with TelyRx being the surviving company. Pursuant to the combination, holders of shares of common stock in the capital of TelyRx will receive subordinate voting and/or proportionate voting shares in the capital of Apolo at an exchange ratio to be determined. It is anticipated that in connection with the proposed transaction, Apolo will complete a capital restructuring to reclassify its common shares into subordinate voting shares, which will be the listed securities, and create a second class of proportionate voting shares.

In order to align the value of the Apolo shares with the value per TelyRx share at which the proposed transaction and the concurrent financing (as defined below) will be completed, it is anticipated that Apolo will consolidate the Apolo shares on a basis to be determined following determination of the terms of the concurrent financing, provided that each Apolo share shall have a deemed price of 15 cents per share on a preconsolidation basis.

Upon completion of the proposed transaction, the entity resulting from the proposed transaction will carry on the business of TelyRx. Pursuant to the terms of the proposed transaction, Apolo intends to change its name to TelyRx Holdings or such other name as is mutually agreed between Apolo and TelyRx and acceptable to applicable regulators. Further, it is proposed that the if the proposed transaction is completed, the board of directors of the resulting issuer will consist of up to six directors, each of whom will be nominated by TelyRx. The executive officers of the resulting issuer will be determined by TelyRx and will include TelyRx's current chief executive officer, Vanessa Slowey, chief financial officer John Cascio, and secretary and general counsel John Eustice. The new directors will be put forth and nominated at a meeting of Apolo's shareholders to be held prior to the completion of the proposed transaction.

The proposed transaction is subject to the parties successfully entering into a definitive agreement in respect of the proposed transaction on or before Jan. 9, 2026, or such other date as TelyRx and Apolo may mutually agree. Completion of the proposed transaction is also subject to a number of other conditions, including obtaining all necessary board, shareholder and regulatory approvals, including TSX Venture Exchange approval and the completion of a concurrent financing in an amount and on terms satisfactory to TelyRx, as further described below.

Shareholder meetings

In connection with the proposed transaction, Apolo will convene a meeting of its shareholders for the purpose of approving, among other matters, the consolidation, the name change, the capital restructuring, the auditor of the resulting issuer, a new equity incentive plan and the election of the new directors to replace the current directors of Apolo immediately following the completion of the proposed transaction. TelyRx will convene a meeting of its shareholders or seek written approval of shareholders in respect of the combination and ancillary matters, including a share split on a ratio to be determined in relation to the terms of the concurrent financing.

Concurrent financing

In connection with the proposed transaction, TelyRx, or a financing vehicle, intends to complete a fully marketed best efforts private placement of subscription receipts, at a price per subscription receipt to be determined in the context of the market, for aggregate gross proceeds of approximately $40-million (U.S.), with an option granted to the agents to increase the size of the offering to $46-million (U.S.). Proceeds of the concurrent financing, less certain amounts, will be held in escrow by an escrow agent appointed by Apolo and TelyRx pursuant to the terms of the subscription receipt indenture and will not be released until the satisfaction of the escrow release conditions contained therein. Each subscription receipt will, upon satisfaction of the escrow release conditions, ultimately be exchanged for subordinate voting shares of the resulting issuer. TelyRx has entered into an engagement agreement with Canaccord Genuity Corp., as lead agent, with respect to the concurrent financing.

Capitalization

As at the date of this news release and prior to any share consolidation, Apolo has 27,026,300 common shares and 3,486,630 stock options or warrants, each exercisable to acquire one Apolo share (on a preconsolidation basis), issued and outstanding. As at the date hereof, TelyRx has 10,688,411 common shares issued and outstanding and onem illion warrants issued and outstanding.

A filing statement of Apolo will be prepared and filed in accordance with the policies of the TSX-V.

Trading in Apolo shares

Trading in the Apolo shares will remain halted pending the review of the proposed transaction by the TSX-V and satisfaction of the conditions of the TSX-V for resumption of trading. It is likely that trading in the Apolo shares will not resume prior to the closing of the proposed transaction.

A subsequent news release with respect to the terms of the concurrent financing and including a summary of the resulting issuer capitalization and certain significant financial information with respect to TelyRx will follow in due course.

Wildeboer Dellelce LLP acts as legal counsel to Apolo. DLA Piper LLP acts as legal counsel to Canaccord Genuity Corp. TelyRx is represented by Fasken Martineau DuMoulin LLP.

We seek Safe Harbor.