Mr. Joshua Herman reports

LOPHOS HOLDINGS INC. PROVIDES CORPORATE UPDATE AND STRATEGIC OUTLOOK

Lophos Holdings Inc. has provided a corporate update regarding recent leadership and governance changes, the status of its controlled substances dealer's licence, the company's continuing efforts to address the cease trade order affecting its securities, and its strategic priorities moving forward.

Leadership and board changes

Effective May 6, 2026, Joshua Herman was appointed chief executive officer of the company and joined the board of directors. Brad Cotton and Dr. Cory Harris were also appointed to the board.

The company welcomes Mr. Herman, Mr. Cotton and Mr. Harris, and looks forward to their contributions as Lophos works toward advancing its restructuring efforts and evaluates opportunities to rebuild and expand its operations.

The leadership changes form part of the company's broader restructuring efforts. Claire Stawnyczy, founder of Lophos, continues to serve on the board and remains engaged in supporting the company's strategic development. Evan Stawnyczy has stepped down from the board as part of the company's governance reorganization.

The board currently consists of Mr. Herman, Ms. Stawnyczy, Jeremy Pestun, Mr. Cotton, and Dr. Harris.

Reconstitution of audit committee

Also, effective May 6, 2026, the company reconstituted its audit committee. The audit committee now consists of Mr. Cotton (Chair), Mr. Herman and Dr. Harris, with Mr. Cotton and Dr. Harris being independent directors within the meaning of National Instrument 52-110 (Audit Committees).

Controlled substances dealer's licence

As previously disclosed, the company's wholly owned subsidiary, Lophos Pharmaceuticals Corp., held a CSDL issued by Health Canada authorizing activities involving certain controlled substances, including MDMA, ketamine, LSD, DMT, mescaline, psilocin and psilocybin.

The licence was associated with the company's former 10,000-square-foot licensed facility located in Napanee, Ont. Following the disposition of the facility in connection with previously disclosed mortgage enforcement proceedings, the company no longer maintains possession of the licensed site. As the licence was site-specific, the CSDL ceased to be available following the loss of the facility.

The company does not currently hold a CSDL. Management is actively evaluating strategic alternatives that may support future controlled substance activities, including collaborations with existing licence holders, analytical laboratories, contract research organizations and other qualified industry participants.

Strategic outlook

The company is currently focused on rebuilding its operational and regulatory foundation while evaluating opportunities within the bioscience and controlled substance sectors. Management has undertaken a review of strategic alternatives intended to support the company's long-term growth objectives while maintaining a disciplined approach to capital allocation.

As part of this process, the company is assessing opportunities to leverage strategic partnerships and third party service providers to support research, testing, product development, regulatory activities and potential commercial initiatives. Management believes this approach may provide a capital-efficient pathway to advance corporate objectives while reducing infrastructure-related expenditures.

The company continues to believe that significant opportunities exist within the evolving regulated bioscience sector, and intends to focus its efforts on identifying commercially viable opportunities that align with its expertise in controlled substance regulation, cultivation, quality systems and research activities.

The board and management remain committed to restoring the company's regulatory standing, advancing its business objectives and creating long-term value for shareholders.

Cease trade order

The company's securities remain subject to a failure-to-file cease trade order issued by the B.C. Securities Commission on Sept. 5, 2024.

Trading in the company's securities on the Canadian Securities Exchange remains halted and will continue to be halted until the FFCTO has been revoked and the exchange determines that trading may resume.

Management has prioritized the completion of outstanding continuous disclosure requirements and is actively working with its advisers to satisfy the conditions necessary for revocation of the FFCTO. The company intends to provide updates regarding these efforts as material milestones are achieved.

About Lophos Holdings Inc.

Lophos is a Canadian bioscience company focused on advancing opportunities in regulated plant-based and controlled substance research, product development, and related commercial activities. Through its wholly owned subsidiary, Lophos Pharmaceuticals, the company has developed expertise in controlled substance regulation, cultivation, quality systems and research activities within Canada's evolving bioscience landscape.

We seek Safe Harbor.