PharmaCorp Rx — Capital/Financing Update 2024

Jul 22, 2024

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations

1. Names of the Parties to the Transaction

PharmaCorp Rx Inc. (the "Corporation"), formerly known as "Proton Capital Corp."

1. Description of the Transaction

Further to its news releases dated July 18, 2024 and June 6, 2024, the Corporation completed its acquisition of 75% of the outstanding shares of Saskatoon Family Pharmacy Ltd., the strategic alliance with PharmaChoice Canada and its Inc. and its brokered public offering of 72,312,500 common shares at a price of $0.40 per share for total gross proceeds of $28,925,000 (the "Transaction").

In connection with the closing of the Transaction, the Corporation changed its name to "PharmaCorp Rx Inc." and resumed trading on the TSX Venture Exchange under the symbol "PCRX" effective July 22, 2024 (the "Name Change").

The Corporation's new CUSIP number is 71714X105 and the new ISIN number is CA71714X1050.

There were no other changes in the corporate structure of the Corporation, and there was no change to the Corporation's financial year end or interim and annual reporting periods.

1. Effective date of the Transaction

July 18, 2024 in respect of the public offering, and July 22, 2024 in relation to the Name Change.

1. Names of each Party, if any, that ceased to be a Reporting Issuer subsequent to the Transaction and of each Continuing Entity

Not applicable.

1. Date of the Reporting Issuer's First Financial Year-End Subsequent to the Transaction

Not applicable.

1. Periods, including the comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer's first financial year subsequent to the Transaction

Not applicable.

1. Documents filed under NI 51-102 Continuous Disclosure Obligations that describe the Transaction

The following documents were filed on SEDAR+ at www.sedarplus.ca under the Corporation's profile:

(i) the articles of amendment date July 22, 2024 in respect of the Name Change;

CAN: 53336863.2

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(ii) the news releases dated April 20, 2023, July 26, 2023, August 31, 2023, October 10, 2023, January 22, 2024, February 21, 2024, March 22, 2024, May 27, 2024, June 6, 2024, July 2, 2024 and July 18, 2024 relating to the Transaction and the Name Change;

(iii) the material change report dated July 19, 2024, describing the Transaction and the Name Change;

(iv) the Prospectus dated May 24, 2024 and filed on SEDAR+ on May 24, 2024;

(v) the Share Purchase Agreement dated February 14, 2024, filed on SEDAR+ on February 26, 2024; and

(vi) Management Proxy and Information Circular dated December 11, 2023 and filed on SEDAR+ December 15, 2023.

CAN: 53336863.2