Proton Capital Provides Update to PharmaChoice Canada Qualifying Transaction and Financing

PROTON CAPITAL CORP.

 (“

Proton

”) (

PTN.P-TSX-V

), further to its news release dated April 20, 2023 in relation to the signing of a Letter of Intent dated April 20, 2023 (the “

LOI

”) with PharmaChoice Canada Inc. (“

PharmaChoice

”), and the potential qualifying transaction of Proton (“

Qualifying Transaction

”), all as further described in such news release, Proton is pleased to provide an update to the Qualifying Transaction and announces that it is considering an equity financing.

Proton is pleased to report that the negotiation of the definitive agreements in relation to the strategic alliance with PharmaChoice, as further described in the April 20, 2023 news release, is well under way and Proton will provide a further update in respect of such definitive agreements if and when such definitive agreements are executed.

In addition, Proton is considering an equity financing (either brokered, non-brokered or both) in the context of the market in connection with the Qualifying Transaction, to be completed in conjunction with, or after, the Qualifying Transaction (the “Potential Financing”). Proton advises that it has not yet entered into any agreement, letter of intent, term sheet or other ‎arrangement in relation to the Potential Financing.‎ Proton will provide a further update in respect of the Potential Financing if and when the terms of any such Potential Financing are determined, or if Proton enters into a definitive agreement, if any, in relation to such Potential Financing.

Other Information

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained.

There can be no assurance that the Qualifying Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed Qualifying Transaction and has neither approved nor disapproved the contents of this news release.

If and when definitive agreements are executed, Proton will issue a subsequent news release in accordance with the policies of the TSXV including containing details of the definitive agreements and additional terms and conditions of the Qualifying Transaction, including information relating to the acquisition of a pharmacy or pharmacies, summary financial information and other information in respect of such acquisition, proposed terms of any concurrent private placement, and the proposed directors, officers, and insiders of the resulting issuer upon completion of the Qualifying Transaction.

In accordance with the policies of the TSXV, the common shares of Proton are currently halted from trading and will remain halted until further notice.

About PharmaChoice Canada Inc.

PharmaChoice Canada Inc. is a corporation operating as a shareholder owned buying group comprised of approximately 1,050 independent pharmacies in Canada. Headquartered in Saskatoon, Saskatchewan and Halifax, Nova Scotia, PharmaChoice is the 8th largest pharmacy banner in North America by store count, the 3rd largest in Canada, and the fastest growing pharmacy banner in Canada over the last six years.

PharmaChoice licenses pharmacy brands to independent pharmacy owners in Canada.

About Proton Capital Corp.

Proton was incorporated on September 1, 2021 by certificate of incorporation issued pursuant to the provisions of the Business Corporations Act (Alberta). Proton is classified as a Capital Pool Company (“CPC”) as defined in Policy 2.4 of the TSXV. The principal business of Proton is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a “qualifying transaction” as defined under TSXV policies. Proton’s shares trade on the TSXV under the trading symbol: PTN.P

For further information, contact:Mr. Alan Simpson3603 Selinger CrescentRegina, Saskatchewan S4V 2H7 Tel: [phone]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information: This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. In particular, this news release contains forward-looking information in relation to: the the LOI, the proposed Qualifying Transaction, the negotiation and potential finalization of definitive agreements, the consideration of the Potential Financing and the issuance of a further news release upon the execution of definitive agreements, or upon the determination of terms to any Potential Financing, and the inclusion of such additional information in such news release. This forward-looking information reflects Proton’s current beliefs and is based on information currently available to Proton and on assumptions Proton believes are reasonable. These assumptions include, but are not limited to: the execution of definitive agreements; Proton negotiating and executing an agreement with a PharmaChoice branded pharmacy or pharmacies which will constitute part of the proposed Qualifying Transaction of Proton; the completion of satisfactory due diligence by Proton in relation to proposed Qualifying Transaction; the receipt of all required approvals for the proposed Qualifying Transaction‎ and Potential Financing, including TSXV acceptance and any board approvals or third party consents; market acceptance of the proposed Qualifying Transaction and Potential Financing‎; and acceptable terms in relation to the Potential Financing. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Proton to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board of directors, third party or regulatory approvals; competition; changes in legislation, including environmental legislation, affecting Proton; the timing and availability of external financing on acceptable terms; conclusions of economic evaluations and appraisals; lack of qualified, skilled labour or loss of key individuals; risks related to the COVID-19 pandemic including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, service disruptions, quarantines, self-isolations, shelters-in-place and social distancing, mandatory vaccination policies, disruptions to markets, economic activity, financing, supply chains and sales channels, and a deterioration of general economic conditions including a possible national or global recession. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in Proton’s disclosure documents on the SEDAR website at www.sedar.com. Although Proton has attempted to identify important risks and factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of Proton as of the date of this news release and, accordingly, is subject to change after such date. However, Proton expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.