ESSA Completes Acquisition by XenoTherapeutics, US$0.1242 per Share and Up to US$6.7 Million in Contingent Payments Possible

ESSA Pharma has completed its acquisition by XenoTherapeutics for approximately $0.1242 per share plus a contingent value right of up to $0.14 per share. The potential CVR payment represents up to $6.7 million. ESSA has requested Nasdaq delisting and expects to terminate registration under the US Securities Exchange Act of 1934.

ESSA Pharma Inc. (NASDAQ: EPIX) has successfully completed its acquisition by XenoTherapeutics Inc. (Xeno) as approved by its securityholders. The acquisition was finalized at a price of approximately $0.1242 per share, plus a contingent value right (CVR) of up to $0.14 per share, representing a potential total payout of up to $6.7 million. This transaction marks a significant milestone for ESSA, which was previously focused on developing novel therapies for prostate cancer.

The acquisition was overwhelmingly approved by ESSA's securityholders. At a special meeting held on October 6, 2025, 99.83% of the votes cast by shareholders present in person or by proxy, and 99.85% of the votes cast by all shareholders, approved the arrangement. Additionally, the shareholders approved the compensation for executive officers and the appointment of a liquidator in the event the arrangement is terminated.

The acquisition is subject to the approval of the Supreme Court of British Columbia, with the final order hearing scheduled for October 7, 2025. The completion of the arrangement is expected to occur on or about October 9, 2025. ESSA has requested Nasdaq delisting and expects to terminate its registration under the U.S. Securities Exchange Act of 1934.

XenoTherapeutics is a Massachusetts-based 501(c)(3) research foundation focused on advancing xenotransplantation through scientific research, clinical development, and public education. This acquisition aligns with ESSA's strategic goals and positions the company to leverage Xeno's expertise in biotechnology and research.

The transaction is subject to various risks and uncertainties, including the completion of the arrangement on anticipated terms and timing, potential litigation, and the impact of the acquisition on ESSA's business operations. ESSA has outlined these risks in its definitive proxy statement and management information circular.