ESSA Pharma (EPIX) Proxy Filing summary

Executive summary

• A business combination agreement was signed for the acquisition of all issued and outstanding common shares via a plan of arrangement, with completion targeted for the second half of 2025.

• Shareholders will receive a cash payment and a contingent value right (CVR) per share, with the cash amount based on the company's cash balance minus certain deductions.

• The transaction is subject to approval by the Supreme Court of British Columbia, securityholder approval at a special meeting, and other customary closing conditions.

• If completed, the company's shares will be delisted from Nasdaq and deregistered under the U.S. Exchange Act, ending public reporting obligations.

• Forward-looking statements highlight risks, timing, and anticipated benefits, with completion dependent on various approvals and conditions.

Voting matters and shareholder proposals

• Securityholders will vote on a special resolution to approve the agreement, plan of arrangement, and related transactions at a special meeting to be held by September 8, 2025.

• The board unanimously recommends voting in favor of the arrangement, based on the transaction committee's recommendation and financial advisor opinion.

• Registered shareholders as of the record date are entitled to dissent rights under the BCBCA, as modified by the arrangement.

Board of directors and corporate governance

• The board's recommendation is based on the unanimous support of the transaction committee and its financial advisors.

• Directors and officers may have interests in the arrangement that differ from those of securityholders generally.