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Lophos Holdings Inc
Symbol MESC
Shares Issued 85,859,673
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ORIGINAL: Lophos Holdings Inc. Provides Corporate Update and Strategic Outlook

2026-06-12 04:33 ET - News Release

VANCOUVER, British Columbia, June 11, 2026 (GLOBE NEWSWIRE) -- Lophos Holdings Inc. ("Lophos" or the "Company") (CSE: MESC), a Canadian bioscience company focused on regulated plant-based and controlled substance opportunities, today provides a corporate update regarding recent leadership and governance changes, the status of its Controlled Substances Dealer's Licence ("CSDL"), the Company's ongoing 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 (the "Board"). Brad Cotton and 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 towards 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 Joshua Herman, Claire Stawnyczy, Jeremy Pestun, Brad Cotton, and Dr. Cory Harris.

Reconstitution of Audit Committee

Also, effective May 6, 2026, the Company reconstituted its Audit Committee. The Audit Committee now consists of Brad Cotton (Chair), Joshua Herman, and Dr. Cory 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, Ontario. 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 (the "FFCTO") issued by the British Columbia Securities Commission on September 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 advisors 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 Holdings Inc. (CSE: MESC) 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 Corp., the Company has developed expertise in controlled substance regulation, cultivation, quality systems, and research activities within Canada's evolving bioscience landscape.

For Further Information

Joshua Herman
Chief Executive Officer
Lophos Holdings Inc.

Email: lophosholdings@gmail.com
Website: www.lophos.com

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy hereof.

Cautionary Statement

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the Company's current belief or assumptions as to the outcome and timing of such future events. Forward-looking information in this press release includes, without limitation, information with respect to the Company's plans to identify and secure a third-party licence arrangement or equivalent regulatory authorisation, the Company's ability to resume controlled substance operations, the Company's efforts to satisfy the conditions for revocation of the FFCTO, and the Company's future business plans and operations. There can be no assurance that the Company will be able to secure a suitable third-party licence arrangement or that the FFCTO will be revoked on a timely basis, or at all. Forward-looking information is based on reasonable assumptions that have been made by the Company at the date of the information and is subject to known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking information. Given these risks, uncertainties and assumptions, you should not unduly rely on these forward-looking statements. The forward-looking information contained in this press release is made as of the date hereof, and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. The foregoing statements expressly qualify any forward-looking information contained herein. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption "Risk Factors" in the Company's final long form prospectus dated August 11, 2023, which is available on the Company's profile at http://www.sedarplus.ca. Additional risks may have arisen since the date of the prospectus, including in connection with the matters disclosed in this press release, and readers are cautioned that the risk factors described therein may not be exhaustive.


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