Mr. Jacek Antas reports

HELIX BIOPHARMA CORP. ENTERS INTO ASSET PURCHASE AGREEMENT TO ACQUIRE ORAL GEMCITABINE CHEMOTHERAPY COMPOUND

Helix BioPharma Corp. has entered into an asset purchase agreement dated Nov. 30, 2024, with Laevoroc Chemotherapy AG, a privately held Swiss company.

Pursuant to the transaction, Helix will acquire the intellectual property, inventory, assigned agreements and rights to Gemceda, an oral gemcitabine chemotherapy combined with cedazuridine that near matches the bioavailability of its intravenous counterpart, while providing a more tolerable treatment regimen for patients with prevalent, hard-to-treat cancers. Gemcitabine is a World Health Organization essential medicine, and Gemceda is a patented prodrug in preclinical development to offer a spectrum of disease-limiting and life-enhancing treatment outcomes for these patients.

Through the L-Chemo transaction, Helix will acquire substantially all the assets and certain liabilities of Laevoroc Chemotherapy for 13.5 per cent of Helix's issued and outstanding common shares upon closing. If the L-Chemo transaction were to close today, Helix would be required to issue 6,617,907 common shares, based on the 49,021,536 shares currently issued and outstanding. All shares issuable under the L-Chemo transaction will be subject to a hold period of four months and one day from the issuance date.

Toronto Stock Exchange/shareholder approval requirements

Helix entered into an asset purchase agreement dated Nov. 28, 2024, with Laevoroc, whereby Helix agreed to acquire substantially all the assets and certain liabilities of Laevoroc for 16.5 per cent of the company's issued and outstanding common shares upon closing. If the L-Immu transaction closed today, Helix would be required to issue 8,088,553 common shares, based on the 49,021,536 shares currently issued and outstanding. For more information on the L-Immu transaction, please see Helix's news release dated Nov. 29, 2024.

If both transactions closed today, Helix would be required to issue an aggregate 14,706,460 consideration shares. As such, issuance would exceed 25 per cent of the company's outstanding securities on a non-diluted basis, and Helix is required to obtain shareholder approval for the transactions, which it anticipates obtaining through written consent.

Both transactions are subject to approval of the Toronto Stock Exchange and certain standard closing conditions. The company anticipates the transactions will close on or around Jan. 30, 2025.

Jacek Antas, Helix's chief executive officer, said: "Intravenous gemcitabine is a widely used anti-cancer agent, and Laevoroc Chemotherapy has overcome one of the biggest hurdles in formulating it as an oral treatment: its bioavailability. We believe this asset is a great fit for Helix's portfolio. Ultimately, the acquisition is part of an ambitious, pragmatic strategy to create a near future where hard-to-treat cancers are less hard to treat and deliver value to our shareholders."

About Helix BioPharma Corp.

Helix is a clinical-stage biopharmaceutical company developing unique, immune-oncology therapies for the prevention and treatment of cancer based on its proprietary technological platform, DOS47. Helix is listed on the TSX under the symbol HBP, on the OTC Pink under HBPCD and on the FWB under HBP0.

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