ESSA Pharma (EPIX) Proxy Filing summary

Executive summary

• A business combination agreement was entered into with XenoTherapeutics, Inc. and XOMA Royalty Corporation, under which all outstanding common shares will be acquired and the company will be wound up, pending court approval and shareholder vote.

• Prior to closing, a capital reduction and cash distribution to shareholders is planned, subject to approval by the Supreme Court of British Columbia.

• Shareholders received detailed information on potential U.S. and Canadian federal income tax consequences of the distribution, with further details to be provided in the proxy statement.

• The transaction is subject to various conditions, including securityholder, regulatory, and court approvals, and is accompanied by forward-looking statements outlining potential risks and uncertainties.

Voting matters and shareholder proposals

• Shareholders will vote on the proposed business combination, the capital reduction, and the distribution as part of the discontinuance and winding-up process.

• A special meeting will be held following court authorization, with all affected parties able to participate.

Risk oversight and compliance

• The transaction is subject to numerous risks, including litigation, business disruption, regulatory developments, and market conditions, as outlined in forward-looking statements.

• Risks and uncertainties will be further detailed in the proxy statement and management information circular.

• Management cautions that actual results may differ materially from forward-looking statements due to various uncontrollable factors.