Crescita Announces Filing and Mailing of Special Meeting Materials and Receipt of Interim Order in respect of Arrangement with ClinActiv Holdings

LAVAL, Quebec--(BUSINESS WIRE)--Crescita Therapeutics Inc. (TSX: CTX and OTC US: CRRTF) (“Crescita” or the “Company”) announced today that it has filed and mailed the management information circular (the “Circular”) and related materials in connection with the special meeting (the “Meeting”) of its shareholders (the “Shareholders”) to be held on May 14, 2026 in person at 2805 Place Louis-R-Renaud, Laval, Québec. The Meeting has been called for Shareholders to consider and, if deemed advisable, to pass a special resolution (the “Arrangement Resolution”) approving the previously announced plan of arrangement (the “Arrangement”) involving the Company, ClinActiv Holdings Inc. (“ClinActiv”) and its wholly-owned subsidiary (the “Purchaser”) pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of the Company (the “Shares”) in exchange for all-cash consideration, subject to the terms and conditions of the arrangement agreement dated March 14, 2026 (the “Arrangement Agreement”). The target purchase price is $0.80 per Share, subject to upward or downward adjustment based on the Company’s net working capital balance at the closing of the Arrangement, subject to a minimum purchase price of $0.75 per Share.

The board of directors of the Company (the “Board”) (with Mr. Serge Verreault, the Company’s Chief Executive Officer, abstaining due to his interests in the Arrangement and related transactions) unanimously recommends that Shareholders vote FOR the Arrangement Resolution at the Meeting.

Meeting and Circular

The Meeting is scheduled to be held on May 14, 2026 at 9:00 a.m. (Toronto time) in person at 2805 Place Louis-R-Renaud, Laval, Québec. Shareholders of record as at the close of business on April 9, 2026 are entitled to receive notice of and vote at the Meeting.

Shareholders are encouraged to vote at the Meeting or by proxy or voting instruction form. Proxies must be submitted no later than 5:00 p.m. (Toronto time) on May 12, 2026, or not later than 48 hours (excluding Saturdays, Sundays and statutory holidays in the City of Toronto, Ontario) before any adjournment or postponement of the Meeting.

The Circular provides important information on the Arrangement and related matters, including the background to the Arrangement, the rationale for the recommendation made by the Board and voting procedures. Shareholders are urged to read the Circular and its appendices carefully and in their entirety, and, if assistance is required, Shareholders are urged to consult their financial, legal, tax or other professional advisors. The Circular and the Arrangement Agreement are available on the Company’s profile on SEDAR+ (www.sedarplus.ca).

Approval Requirements

In order to become effective, the Arrangement will require approval of the Ontario Superior Court of Justice (Commercial List) (the “Court”) and must be approved by: (i) at least two-thirds of the votes cast by Shareholders, present in person or represented by proxy at the Meeting, and (ii) a simple majority of the votes cast by Shareholders, present in person or represented by proxy at the Meeting, after excluding for this purpose, votes attached to the Shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, which shall include the Shares held by Serge Verreault, Jose DaRocha and Linda Kisa (together the “Company Management Group”).

Certain significant shareholders, as well as the Company Management Group and the directors of the Company who are shareholders, who collectively hold approximately 33% of outstanding Shares, have signed voting and support agreements pursuant to which they have agreed, among other things, to vote all of their Shares in favour of the Arrangement Resolution.

Receipt of Interim Court Order

The Company is also pleased to announce that the Court issued an interim order dated April 10, 2026, regarding the Arrangement (the “Interim Order”). The Interim Order authorizes the Company to proceed with various matters relating to the Arrangement, including the holding of the Meeting for Shareholders to consider and vote on the Arrangement Resolution.

Subject to the receipt of the requisite approval of the Shareholders, the final approval of the Arrangement by the Court and the satisfaction of other customary conditions, the Arrangement is expected to close in the second quarter of 2026. Upon closing of the Arrangement, it is expected that the Shares will be delisted from the Toronto Stock Exchange (the “TSX”) and that Crescita will apply to the applicable Canadian securities regulators to cease to be a reporting issuer under applicable Canadian securities laws.

About Crescita

Crescita (TSX: CTX and OTC US: CRRTF) is a growth-oriented, innovation-driven Canadian commercial dermatology company with in-house R&D and manufacturing capabilities. The Company offers a portfolio of high-quality, science-based non-prescription skincare products and a commercial stage prescription product, Pliaglis^®. We also own multiple proprietary transdermal delivery platforms that support the development of patented formulations to facilitate the delivery of active ingredients into or through the skin. For more information, visit www.crescitatherapeutics.com.

About ClinActiv

ClinActiv is a global dermatology and consumer health platform focused on building science-driven products and businesses. Through cross-border collaboration, strategic partnerships and targeted acquisitions, ClinActiv aims to develop and scale differentiated products and platforms across North America, China, Europe and other global markets.

Caution Regarding Forward-Looking Information

Certain information set forth in this news release including, without limitation, management’s expectations with respect to: the completion of the Arrangement and the timing thereof; the purchase price payable under the Arrangement (including adjustments thereto); the receipt of required Shareholder and Court approvals and the satisfaction of the other conditions to closing; the expected timing for closing of the Arrangement; and the expectation that the Shares will be delisted from the TSX and that the Company will cease to be a reporting issuer under applicable Canadian securities laws, is forward-looking information within the meaning of applicable securities laws. Forward-looking information may in some cases be identified by words such as “may”, “will”, “anticipates”, “expects”, “intends” and similar expressions referencing future events or future performance.

Forward-looking information is, by its nature, subject to numerous risks and uncertainties, some of which are beyond the Company’s control. The forward-looking information contained in this news release is based on certain expectations and assumptions made by the Company, including expectations and assumptions concerning the completion of the Arrangement, the receipt, in a timely manner, of Shareholder and Court approvals in respect of the Arrangement, the satisfaction of other conditions to closing, the Company's cash balance and net working capital as of closing, the delisting of the Shares from the TSX, and the submission of the application to cease to be a reporting issuer, following the delisting of the Shares.

Forward-looking information is subject to various risks and uncertainties which could cause actual results and experience to differ materially from the anticipated results or expectations expressed in this news release. The key risks and uncertainties include, but are not limited to: general global economic, market and business conditions; failure to obtain Shareholder approval; failure to obtain required Court approvals; failure to satisfy the conditions to the completion of the Arrangement or to obtain any required approvals in a timely manner; diversion of management time on the Arrangement; the possibility that the Arrangement Agreement may be terminated in certain circumstances; and other factors, many of which are beyond the control of the Company. The anticipated timeline for completion of the Arrangement may change for a number of reasons, including the inability to secure necessary Court or Shareholder approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. As a result of the foregoing, readers should not place undue reliance on the forward-looking information contained in this news release concerning the timing of the Arrangement or whether the Arrangement will be completed. A comprehensive discussion of other risks that impact the Company is included in the Company’s most recent Annual Information Form dated March 30, 2026, under the heading “Risk Factors”, and are described from time to time in the reports and disclosure documents filed by the Company with Canadian securities regulatory agencies and commissions which are available under Crescita’s profile at www.sedarplus.ca.

Readers are cautioned that undue reliance should not be placed on forward-looking information as actual results may vary materially from the forward-looking information. Crescita does not undertake to update, correct or revise any forward-looking information as a result of any new information, future events or otherwise, except as may be required by applicable law.