ESSA Pharma To Seek Court Approval For Shareholder Payout And Special Meeting Ahead Of Acquisition By XenoTherapeutics

 ESSA Pharma Inc. ("ESSA," or the "Company") (NASDAQ:EPIX) today announced that, in connection with its previously announced business combination agreement with XenoTherapeutics, Inc. ("Xeno"), a non-profit biotechnology company, under which Xeno will acquire (the "Transaction") all of the issued and outstanding common shares of ESSA (the "Common Shares"), the Company intends to apply to the Supreme Court of British Columbia (the "Court") on August 5, 2025 for (i) an interim order authorizing the holding of a special meeting to consider and approve the Transaction (the "Interim Order") and (ii) for an order authorizing the Company to make an initial cash distribution to its shareholders prior to the closing of the Transaction (the "Distribution Order" and together with the Interim Order, the "Orders").

ESSA is applying for the Distribution Order in order to expedite the distribution of cash to ESSA shareholders prior to the closing of the Transaction. In total, with the initial cash distribution, if authorized, and the cash payable upon closing of the Transaction, each ESSA shareholder is currently estimated to receive approximately US$1.91 per Common Share, exclusive of any contingent value rights payments shareholders are entitled to receive pursuant to the Transaction.

The hearing for the Orders will take place at the courthouse of the Court at 800 Smithe Street, Vancouver, British Columbia at 9:45 a.m. (Pacific time) on August 5, 2025, or as soon thereafter as counsel may be heard, or at any other date and time and by any other method as the Court may direct.