Exchange Bulletin
TelyRx Holdings Inc. (TELY) To Trade On Toronto Stock Exchange
| Issuer: | TelyRx Holdings Inc. (the "Resulting Issuer") |
| Security: | Subordinate Voting Shares (the "Shares") |
| Symbol: | TELY |
| Number of securities issued and outstanding: | 26,353,729 Shares |
| Number of securities reserved for issuance: | 27,454,871 Shares |
| Listing category: | Diversified |
| Trading currency: | CDN$ |
| Listing and posted for trading date: | April 7, 2026 (at the opening) |
| Transaction and name change: | Recently effected transaction (the "Qualifying Transaction") involving Apolo V Acquisition Corp. ("Apolo"), a capital pool company listed on TSX Venture Exchange ("TSXV") (Symbol: AFV.P), and TelyRx, Inc. ("TelyRx"), a private corporation, and pursuant to which Apolo changed its name to "TelyRx Holdings Inc.". Pursuant to the Qualifying Transaction, (i) 1001474388 Ontario Inc. ("Subco"), a wholly-owned subsidiary of Apolo, and TelyRx Finco Inc. ("Finco") amalgamated and the resulting entity, TelyRx Finco Inc., became a wholly-owned subsidiary of Apolo and (ii) Apolo V MergerCo Inc. ("Mergeco") merged with and into TelyRx, with post-merger TelyRx as the surviving entity which became a wholly-owned subsidiary of Apolo. As a result of the Qualifying Transaction, Apolo acquired all of the issued and outstanding common shares of TelyRx, such that it became a wholly-owned subsidiary of Apolo. |
| Consolidation: | Immediately prior to completion of the Qualifying Transaction, the common shares of Apolo were consolidated on the basis of one post-consolidated common share for every 30 common shares issued and outstanding immediately before the consolidation (the "Consolidation"). No fractional Apolo common shares were issued pursuant to the Consolidation. Fractional entitlements were rounded down to the next lowest whole number. As a result of the Qualifying Transaction, TelyRx shareholders that are not US residents received one Share of the Resulting Issuer for each TelyRx common share held. TelyRx shareholders who are US residents received: (i) 0.25 of a Share of the Resulting Issuer and 0.75 of an (unlisted) Proportionate Voting Share of the Resulting Issuer ("PVS") for each TelyRx common share held immediately prior to the Merger. |
| Other market(s): | The common shares of Apolo, a capital pool company, have been listed on TSXV under the stock symbol "AFV.P" since October 24, 2025. The common shares of Apolo will be delisted from the TSXV on April 7, 2026 upon commencement of trading on Toronto Stock Exchange. |
| Temporary market maker: | RBC Capital Markets |
| Investor relations: | Vanessa Slowey Chief Executive Officer and Director vanessa.slowey@telyrx.com (345) 329-1000 - or - John Cascio Chief Financial Officer jcascio@telyrx.com (713) 416-6034 |
| Incorporation: | Business Corporations Act (Ontario) |
| Fiscal year end: | December 31 |
| Nature of business: | TelyRx is a vertically integrated technology enabled healthcare and pharmacy services company, operating a digital pharmacy platform at TelyRx.com. Through this platform, residents of states in the United States of America have access to everyday medications. TelyRx fulfils prescriptions through its licensed retail pharmacies, TelyRx, LLC and TelyRx Dallas, LLC located in Clearwater, Florida, and Dallas, Texas, respectively. TelyRx offers over 350 medications. |
| Transfer agent and registrar: | Odyssey Trust Company at its principal offices in Toronto |
| Dividends: | It is not anticipated that the Resulting Issuer will pay any dividends in the foreseeable future. |
| Sponsorship: | Canaccord Genuity Corp. |
| Private placement: | Brokered private placement of subscription receipts (the "Subscription Receipts") which closed on March 26, 2026 and pursuant to which Finco issued an aggregate of 7,980,260 Subscription Receipts at a price of C$4.50 per Subscription Receipt for gross proceeds of C$35,911,170. Each Subscription Receipt was exchanged for one Share upon closing of the Qualifying Transaction. The brokered private placement was completed by a syndicate of agents led by Canaccord Genuity Corp. together with ATB Securities Inc., Clarus Securities Inc. and Raymond James Ltd. |
| Disclosure document: | Filing Statement dated March 24, 2026, which is available at www.sedarplus.ca. Capitalized terms not otherwise defined herein are as defined in the Filing Statement. |
| TSX contact: | Selma Thaver, Managing Director, TSX Listings |
