PreveCeutical Provides Update on Plan of Arrangement with BioGene Therapeutics Inc.

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Vancouver, British Columbia--(Newsfile Corp. - October 20, 2025) - PreveCeutical Medical Inc. (CSE: PREV) (OTCQB: PRVCF) (FSE: 18H) (the "Company" or "PreveCeutical"), is pleased to announce that, further to its News Releases of September 4, 2025, September 19, 2025 and October 10, 2025, it will be proceeding to complete its previously announced plan of arrangement (the "Arrangement") to be effected under Part 9, Division 5 of the Business Corporations Act (British Columbia) with BioGene Therapeutics Inc. ("BioGene").

On September 9, 2025, the Company obtained an interim order from the British Columbia Supreme Court (the "Court") authorizing the Company to call a shareholder's meeting to, among other things, approve the Arrangement. Shareholders of the Company approved the Arrangement at a meeting held on October 10, 2025. On October 17, 2025, the Court rendered a final order approving the Arrangement.

Pursuant to the terms of the arrangement agreement (the "Arrangement Agreement"), PreveCeutical intends to spin-out 12,000,000 common shares of BioGene (the "BioGene Spinout Shares") to the shareholders of PreveCeutical (the "PreveCeutical Shareholders") on a pro rata basis. PreveCeutical received the BioGene Spinout Shares on November 15, 2024, in consideration for the sale of certain intellectual property assets to BioGene.

The Arrangement

Pursuant to the Arrangement Agreement, PreveCeutical will, among other things, conduct a share capital reorganization whereby the existing common shares of PreveCeutical (the "PreveCeutical Shares") will be renamed and redesignated as Class A common shares (each, a "PreveCeutical Class A Share") and a new class of voting common shares (each, a "New PreveCeutical Share") will be created. Each PreveCeutical Class A Share will be exchanged for one New PreveCeutical Share, and such number of BioGene Spinout Shares, which is equal to 12,000,000, divided by the number of issued and outstanding PreveCeutical Class A Shares on the effective date of the Arrangement. Once the Arrangement is complete, PreveCeutical Shareholders will own shares in two companies: BioGene, which will focus on the development of the Dual Gene Therapy program, and PreveCeutical, which will continue to focus on developing innovative options for preventive and curative therapies utilizing organic and nature identical products.

Pursuant to the Arrangement, the Company has set October 31, 2025 as the record date for the purposes of determining the PreveCeutical Shareholders entitled to receive New PreveCeutical Shares and BioGene Spinout Shares. The Company intends on completing the Arrangement shortly thereafter.

About PreveCeutical

PreveCeutical is a health sciences company that develops innovative options for preventive and curative therapies utilizing organic and nature identical products. PreveCeutical aims to be a leader in preventive health sciences and currently has five research and development programs, including: dual gene therapy for curative and prevention therapies for diabetes and obesity; the Sol-gel Program; Nature Identical™ peptides for treatment of various ailments; nonaddictive analgesic peptides as a replacement to the highly addictive analgesics such as morphine, fentanyl and oxycodone; and a therapeutic product for treating athletes who suffer from concussions (mild traumatic brain injury). For more information about PreveCeutical, please visit our website www.PreveCeutical.com or follow us on Twitter and Facebook.

Neither the CSE nor any Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements:

Certain information in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements in this news release include, but are not limited to, statements regarding CSE listing approval, and the business focus of each of PreveCeutical and BioGene. Important factors that could cause actual results to differ materially from the parties' expectations include unanticipated market, economic and other conditions which may adversely affect the parties' ability to execute on their respective business plans, and other risks detailed from time to time in the filings made by the parties' with the securities regulatory authorities. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the PreveCeutical and BioGene. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the PreveCeutical and BioGene disclaim any intention or obligation to update or revise such information, except as required by applicable law.

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