PTN.P Proton Capital Corp

PROTON CAPITAL CORP. (“Proton” or the “Corporation”) (PTN.P-TSX-V), a capital pool company under the rules of the TSX Venture Exchange (the “TSXV”), is pleased to announce that, further to its news releases dated April 20, 2023, July 26, 2023, August 31, 2023, October 10, 2023, January 22, 2024, February 21, 2024 and March 22, 2024, it has obtained a receipt for the final long form prospectus (the “Prospectus”) filed with the securities regulatory authorities in each of the provinces of Canada, other than Quebec‎. The Prospectus contains important detailed information regarding the Corporation’s proposed qualifying transaction pursuant to Policy 2.4 – Capital Pool Companies of the policies of the TSX Venture Exchange (the “TSXV”)‎, being the proposed acquisition of ‎75% of the outstanding shares of Saskatoon Family Pharmacy Ltd. and the strategic alliance with PharmaChoice Canada Inc. (collectively, the “Qualifying Transaction”), and the brokered public offering (the “Offering”) of up to 100,000,000 common shares in the capital of the ‎Corporation at a ‎price of $0.40 per share, for gross proceeds of up ‎to $40,000,000, to be conducted by iA Private Wealth Inc. ‎as the exclusive agent on a “best efforts” basis.

The Offering may have multiple closing dates (each, a “Closing Date”) with the first Closing Date of the Offering and the closing of Qualifying Transaction expected to be on or before June 14, 2024. If there is more than one Closing Date for the Offering, it is anticipated that trading in the common shares of Proton will be halted until the Closing Date of the final tranche of the Offering. The final Closing Date of the Offering shall be agreed to between the Agent and the Corporation.

Access to the Prospectus, and any amendment thereto, is provided in accordance with securities legislation relating to procedures for providing access to a prospectus or any amendment. The Prospectus is accessible on SEDAR+ at www.sedarplus.ca.

An electronic or paper copy of the Prospectus, and any amendment thereto, may be obtained, without charge, from iA Private Wealth Inc., 219 – 2nd Ave South, Saskatoon, SK S7K ‎‎‎1K8, email: ECMCanada@iacapitalmarkets.ca, by providing the contact with an email address or address, as applicable. Prospective investors should read the Prospectus and the other ‎‎documents the Corporation has filed under its issuer profile on SEDAR+ before making an investment ‎‎decision.

Other Information and Halt

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 Prospectus, 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.‎

This news release does not constitute an offer to sell or the solicitation of an offer to buy any ‎securities ‎‎in any jurisdiction.‎

The securities referred to in this news release have not been, and will not be, registered under the ‎United ‎‎States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold ‎‎within the United ‎States or to, or for the account or benefit of, any U.S. person unless they are ‎‎registered under the ‎United States Securities Act of 1933, as amended, and any applicable state ‎‎securities laws, or an applicable ‎exemption from the such U.S. registration requirements is available. ‎‎This news release does not constitute an offer ‎for sale of securities, nor a solicitation for offers to buy ‎‎any securities. Any public offering of ‎securities in the United States must be made by means of a ‎‎prospectus containing detailed ‎information about the company and management, as well as financial ‎‎statements.‎

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 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, SaskatchewanS4V 2H7Tel: (306) 536-3771

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.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Forward-Looking Information: This news release contains “forward-looking information” regarding the Corporation 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 proposed Qualifying Transaction and the Offering; the anticipated first Closing Date of the Offering and the closing date of the Qualifying Transaction; and the anticipated continued halt in the trading of the Common Shares of Proton if there is more than one Closing Date of the Offering. This forward-looking information reflects current beliefs and is based on information currently available to the management of the Corporation and on assumptions they believe are reasonable. These assumptions include, but are not limited to: the closing of the proposed Qualifying Transaction and the Offering; the receipt of all required approvals for the proposed Qualifying Transaction‎ and Offering, including TSXV acceptance and any board approvals or third party consents; and market acceptance of the proposed Qualifying Transaction and the Offering‎. 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 the Corporation 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 the Corporation; 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; and risks related to the COVID-19 pandemic. A description of additional risk factors that may cause actual results to differ materially from forward-looking information can be found in the Prospectus and Proton’s other disclosure documents on the SEDAR+ website at www.sedarplus.ca. Although the Corporation 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 the Corporation as of the date of this news release and, accordingly, is subject to change after such date. However, the Corporation 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.