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Betterlife Pharma Inc (2)
Symbol BETR
Shares Issued 618,007,179
Close 2026-11-06 C$ 0.225
Market Cap C$ 139,051,615
Recent Sedar+ Documents

Betterlife Pharma settles with director Sangha

2026-11-06 16:53 ET - News Release

Mr. Ahmad Doroudian reports

BETTERLIFE PHARMA ANNOUNCES SETTLEMENT OF CLAIM WITH DR. STEVEN SANGHA

Betterlife Pharma Inc. has entered into a settlement agreement dated Nov. 5, 2026, with Dr. Steven Sangha, a director of the company. As previously disclosed, Dr. Sangha filed a notice of civil claim in the Supreme Court of British Columbia on Oct. 8, 2026, against the company relating to a $2-million principal amount of convertible debenture issued to Dr. Sangha in June, 2026.

Pursuant to the settlement agreement, which is a full and final settlement of all claims and disputes relating to the claim, the parties agreed, among other things, to the following:

  • The filing of a discontinuance of the claim in the Supreme Court of British Columbia;
  • The issuance to Dr. Sangha of 33,333,333 common shares of the company and 33,333,333 share purchase warrants, each warrant exercisable for one common share at 10 cents for three years from the effective date of the settlement, and to pay outstanding interest and certain legal costs in cash;
  • A contractual hold period restricting transfer of the shares and any common shares issued on exercise of the warrants that expires quarterly over one year, with accelerated release upon a change of control;
  • Standstill and voting and support agreements pursuant to which, among other things, Dr. Sangha covenanted: (i) to not solicit proxies, make shareholder proposals, nominate individuals for election to the board of directors of the company; (ii) to not seek to remove members of the board; (iii) to not acquire additional securities of the company; and (iv) to vote his common shares in accordance with management's recommendations on all matters to be considered at the company's annual general and special meeting of shareholders scheduled for Dec. 9, 2026.

The standstill agreement ends on the earlier of: (i) 12 months from the date of the settlement agreement; (ii) two months after Dr. Sangha ceases to be a director of the company; and (iii) the date, if applicable, that he is removed as a management nominee, except where the removal is based on a material breach of the settlement agreement.

The voting and support agreement terminates automatically on Feb. 28, 2027, or on completion of the meeting, or earlier, if Dr. Sangha is removed as a management nominee, except where the removal is based on a material breach of the settlement agreement.

Following completion of the settlement agreement, he holds or controls 59,843,782 common shares, representing approximately 9.19 per cent of the issued and outstanding common shares.

Doug Drysdale, executive chair of Betterlife, stated: "We are pleased to have resolved this matter on terms that protect the company and its shareholders. With the settlement in place and a clear nomination framework adopted, the board can direct its full attention to executing on the BETR-001 program and our capital markets plan."

Advance notice policy

The company also announces the adoption by the board of an advance notice policy regarding the election of directors.

The purpose of the advance notice policy is to provide shareholders, directors and management of the company with a clear framework for nomination of directors. The advance notice policy fixes a deadline by which shareholders of the company must submit director nominations to the company prior to any annual meeting of shareholders (including an annual and special meeting) and sets forth the information that a shareholder must include in the notice to the company in order for any director nominee to be eligible for election at any annual or special meeting of shareholders of the company.

Among other things, the advance notice policy fixes a deadline by which shareholders of the company must submit director nominations to the corporate secretary of the company prior to any annual or special meeting of shareholders, and sets forth the specific information that a shareholder must include in the written notice to the corporate secretary of the company for an effective nomination to occur. No person will be eligible for election as a director of the company unless nominated in accordance with the provisions of the advance notice policy.

In the case of an annual meeting of shareholders (including an annual and special meeting), notice to the company must be made not later than the close of business on the 30th day prior to the date of the meeting, provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.

In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

The advance notice policy is now in effect and will apply in connection with the meeting. The company intends to seek shareholder approval and ratification of the advance notice policy. If the advance notice policy is approved and ratified at the meeting, the advance notice policy will continue to be effective and in full force and effect in accordance with its terms and conditions beyond the termination of the meeting. If the advance notice policy is not approved and ratified at the meeting, the advance notice policy will terminate and be of no further force or effect from and after the termination of the meeting.

A full description of the advance notice policy will be contained in the information circular to be prepared for the meeting and mailed to the company's shareholders. A copy of the advance notice policy will be filed on SEDAR+ under the company's profile on SEDAR+.

Update to appointment of LifeSci Advisors

The company wishes to supplement its Oct. 27, 2026, news release regarding the engagement of LifeSci Advisors. LifeSci Advisors and its affiliates will provide investor relations and promotional services to the company. LifeSci is an independent service provider engaged by the company, and is not an officer, director or employee of the company. The services commenced on Oct. 27, 2026. The agreement is subject to automatic renewal for successive 12-month periods, commencing Oct. 19, 2027, unless either party provides at least 60 days of written notice of non-renewal. The initial term is expected to end on Oct. 19, 2027, subject to the terms of the agreement.

About BETR-001

BETR-001 is a non-hallucinogenic derivative of 2-bromo-lysergic acid diethylamide (2-Br-LSD) in development for the preventive treatment of chronic cluster headache and chronic migraine. The company holds a granted U.S. composition-of-matter patent covering BETR-001. BETR-001 is an investigational product and has not been approved by any regulatory authority.

The company makes no medical, treatment or health benefit claims about the company's proposed products. The U.S. Food and Drug Administration and Health Canada, or other similar regulatory authorities, have not evaluated claims regarding BETR-001 or other programs of the company. The efficacy of such products has not been confirmed by approved research. There is no assurance that BETR-001 or other programs of the company can diagnose, treat, cure or prevent any disease or condition. Rigorous scientific research and clinical trials are needed. If the company cannot obtain the approvals or research necessary to commercialize its business, it may have a material adverse effect on the company's performance and operations.

About Betterlife Pharma Inc.

Betterlife Pharma is an emerging biotechnology company primarily focused on developing and commercializing BETR-001 to treat various neurological disorders, such as chronic cluster headache and chronic migraine.

We seek Safe Harbor.

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