Announcement • Oct 10

Alexis Bio, Inc completed the acquisition of ESSA Pharma Inc. (NasdaqCM:EPIX) for $80.4 million.

Alexis Bio, Inc. entered into a definitive agreement to acquire ESSA Pharma Inc. (NasdaqCM:EPIX) for $80.3 million on July 13, 2025. Under the terms of the Business Combination Agreement, ESSA shareholders will receive a cash payment per Common Share that will be determined based upon ESSA’s cash balance at closing after deducting certain transaction costs, a reserve for liabilities and legal expenses, and a transaction fee. In addition, each ESSA shareholder will also receive one non-transferable contingent value right for each Common Share that entitles the holder to receive a pro rata portion of up to $2.95 Million (up to $0.06 per CVR) within 18 months following the close of the Transaction. The amended terms includes payment of $0.12 in cash on closing and $0.14 per CVR rights. XOMA Royalty Corporation the biotechnology royalty aggregator, is acting as the structuring agent and will provide financing to Xeno for this Transaction. The Board, after consultation with the Company’s management and legal advisors and, following the receipt and review of the unanimous recommendation from the Transaction Committee and the opinion of the Transaction Committee’s financial advisors, has unanimously approved the Transaction and determined that the Transaction is in the best interest of the Company. The Board has resolved to recommend that the Shareholders vote in favor of the Transaction, subject to the terms and conditions contained in the Agreement. and will require approval of at least: (i) 66% of the votes cast by the Shareholders, (ii) 66% of the votes cast by the Shareholders and the holders of the Company’s options and pre-funded warrants and (iii) a majority of the votes cast by the Shareholder excluding votes held by certain “interested parties” required to be excluded by Multilateral Instrument 61-101, at a special meeting to be held to consider the Transaction. In addition to approval by the Shareholders, the Transaction is also subject to customary closing conditions, including: (i) obtaining the necessary interim and final orders of the Supreme Court of British Columbia; (ii) Shareholders of not more than five percent (5%) of the outstanding Common Shares of the Company having exercised rights of dissent under the BCBCA in respect of the Arrangement; (iii) the accuracy of the representations and warranties made by the parties in the Agreement, subject to specified qualifications; and (iv) compliance by each of the Company and Purchaser with certain covenants under the Agreement subject to specified qualifications. Subject to applicable Law, each of the Company and the Purchaser agrees to use its commercially reasonable efforts and cooperate with the other Party in taking, or causing to be taken, all actions necessary to cause the Common Shares to be delisted from the Nasdaq and deregistered under the US Exchange Act, in each case, as promptly as practicable following the Effective Time. The Transaction is expected to close in the second half of 2025. As on October 6, 2025, the transaction has been approved by shareholders of ESSA Pharma. The Court hearing for the final order to approve the Arrangement is expected to take place on October 7, 2025, and the completion of the Arrangement is expected to occur on or about October 9, 2025. The Supreme Court of British Columbia approve the arrangement on October 7, 2025. Leerink Partners LLC act as financial advisor and fairness opinion provider, Joseph Garcia of Blake, Cassels & Graydon LLP and Richard Grossman, Faiz Ahmad, Timothy Nelson, Michael Hong, Moshe Spinowitz, Lara Flath of Skadden, Arps, Slate, Meagher & Flom LLP act as legal advisor for ESSA Pharma Inc. Stikeman Elliott LLP and Gibson, Dunn & Crutcher LLP act as legal advisor for XOMA Royalty Corporation. Computershare Trust Company of Canada acted as transfer agent to ESSA Pharma. Alexis Bio, Inc completed the acquisition of ESSA Pharma Inc. (NasdaqCM:EPIX) for $80.4 million on October 9, 2025.

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