#USA #ESSA Pharma #South San Francisco #XenoTherapeutics #XOMA Royalty

ESSA Pharma Inc. Finalizes Acquisition Agreement with XenoTherapeutics

SOUTH SAN FRANCISCO, CA and VANCOUVER, BC – July 14, 2025 – ESSA Pharma Inc. (NASDAQ: EPIX) has entered into a significant agreement with XenoTherapeutics, Inc., a notable non-profit biotech firm. This transaction will see Xeno acquires all the outstanding common shares of ESSA, with financing assistance from XOMA Royalty Corporation, a prominent biotechnology royalty aggregator.

Transaction Overview

The deal is structured as a cash transaction, where shareholders of ESSA will receive a cash amount per share based on the company’s cash balance at the time of closing, minus specific transaction expenses. In addition, each ESSA shareholder will be granted contingent value rights (CVRs) that could yield further cash payout, enhancing the potential total returns for investors. The CVR holders may receive up to $2.95 million, providing an attractive incentive in the context of this acquisition.

ESSA is currently pursuing approval from the Supreme Court of British Columbia to facilitate an initial cash distribution before the deal's finalization, which could expedite shareholder payouts significantly. The anticipated total distribution, including any initial cash release and final cash amounts, is projected to be around $1.91 per common share, exclusive of CVR payments.

Benefits of the Deal

David Parkinson, President and CEO of ESSA, expressed that the board unanimously believes this agreement is in the best interest of the shareholders, particularly as the company plans to wind down its operations. Parkinson highlighted that accelerating cash distributions to shareholders minimizes complexity compared to traditional liquidation processes, thereby offering more reasonable and predictable returns on their investments.

This acquisition process must align with various legal requirements and receive adequate shareholder voting approvals. Notably, 66⅔% of the votes cast by ESSA shareholders, alongside corresponding approvals from other security holders, will be essential to move forward. The anticipated completion timeframe for the transaction is set for the latter part of 2025.

Commitments to Strategy and Advisory Support

ESSA's board has engaged a Transaction Committee made up entirely of independent directors, who have strongly recommended the acceptance of this agreement after their review of potential benefits and risks. This encapsulates a vital strategic step in preserving shareholder value while navigating an exit from ongoing operational commitments.

A termination fee of $2.5 million is stipulated in the agreement, which would be payable under specified conditions, including entering arrangements with alternative proposals. The directors and executives have secured their commitment to the deal, collectively holding about 2.23% of common shares and pledging their support for the transaction.

Advisory and Legal Support

Being a landmark transaction, ESSA has enlisted the expertise of several advisory firms; Leerink Partners has been appointed as the exclusive financial advisor, while Blake, Cassels & Graydon LLP, and Skadden, Arps, Slate, Meagher & Flom LLP are serving as the Canadian and U.S. legal advisors, respectively. XOMA has secured similar legal representation from leading firms for its operations in this deal.

About ESSA Pharma Inc.

ESSA is a dedicated pharmaceutical company specializing in developing innovative therapies targeting prostate cancer treatment. For more information, visit www.essapharma.com.

About XenoTherapeutics

XenoTherapeutics, based in Massachusetts, is focused on xenotransplantation research, integrating scientific investigation with clinical developments and public education efforts. More details are available at www.xenotx.org.

About XOMA Royalty Corporation

XOMA Royalty Corporation plays a crucial role in enhancing biotech companies’ objectives by acquiring potential future earnings related to drug candidates at various stages of development. Their services are designed to enable businesses to access non-dilutive funding to advance therapeutic innovations. Understanding more about XOMA's services can be done at www.xoma.com.

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This forward-looking statement constitutes the expected progression for ESSA, indicating potential obstacles and uncertainties influencing the transaction's finalization. Shareholders are encouraged to remain informed as further developments unfold prior to the planned closing date.

Stay tuned for further announcements from ESSA regarding this significant development.