PanGenomic Health Signs Letter of Intent with Ayla BioScience

Vancouver, British Columbia, Canada, November 4, 2025 – TheNewswire – PanGenomic Health Inc. (“PanGenomic Health” or the “Company”) (CSE: NARA, FSE:LL3) is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) with Ayla BioScience, Inc., a company formed under the laws of Delaware, USA (“Ayla BioScience”) to enter into an exclusive distribution agreement and a share purchase agreement.

Headquartered in the United States, with operational presence in Colombia and Jamaica, Ayla BioScience is a vertically integrated biomanufacturing company focused on developing and commercializing advanced functional food, nutraceutical, and plant-based bioactive products. The company leverages proprietary solid-state fermentation and dehydration technologies that enhance efficiency and preserve the molecular integrity of bioactive compounds.

Ayla BioScience has developed a diversified portfolio of products and ingredients under its ZeoMycel™ and Zeophytoz™ brands. The ZeoMycel™ brand focuses on functional and medicinal mushroom formulations, while Zeophytoz™ specializes in high-quality botanical extracts, resins, and bio-cosmetic ingredients sourced from Colombia’s diverse biodiversity. Together, these divisions merge modern biotechnological processes with traditional plant-based knowledge to deliver consistent, sustainable, and high-value natural products.

The company’s proprietary ZeoDry™ technology enables efficient extraction, dehydration, and stabilization of active compounds from natural sources, including mushrooms and medicinal plants, while minimizing waste and energy consumption. The technology serves as the foundation for Ayla’s production and export strategy across the Americas.

The proposed terms of the LOI, which are subject to change as diligence and negotiations progress, include:

• Exclusive Distribution Agreement:  PanGenomic Health and Ayla BioScience will enter into an exclusive distribution agreement, pursuant to which PanGenomic Health will have the right to market and distribute the Zeotech Products in Canada on an exclusive basis as part of a personalized medicine solution for a period of at least two years.  

• Equity Investment: PanGenomic will purchase shares in Ayla BioScience for a maximum purchase price of C$150,000, payable in a combination of cash and shares of PanGenomic Health.  

The proposed transaction is subject to the negotiation and execution of final terms, definitive documentation, the performance of any closing conditions, and approval by the Canadian Securities Exchange (the “Exchange”), if such approval is required under the rules and policies of the Exchange. Any issuance of shares is not anticipated to trigger a change of control scenario under the rules of the Exchange. There can be no assurance that the proposed transaction will be completed as proposed or at all.

About PanGenomic Health

PanGenomic Health is a precision health company that has developed a self-care digital platform to deliver personalized, evidence-based information about natural treatments. Registered as a British Columbia benefit company, PanGenomic Health’s mission is to promote alternative health solutions tailored to the health profile of each individual. To learn more about PanGenomic Health’s products and services: www.pangenomic.com or email: [email protected].

About Ayla BioScience

Ayla BioScience, Inc. is a Delaware-based biomanufacturing company with operations in the United States, Colombia, and Jamaica. The company’s proprietary ZeoDry™ dehydration technology preserves bioactive integrity while improving yield efficiency and sustainability across a wide range of natural inputs. Ayla BioScience develops and markets a portfolio of functional foods, nutraceuticals, and plant-derived bioactive products under its ZeoMycel™ and Zeophytoz™ brands. More information about Ayla BioScience can be found at www.aylabioscience.com and zeodry.zeotech.com.co.

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This news release includes certain statements that may be deemed “forward-looking statements”, including statements respecting the services to be provided by PanGenomic Health and the consideration to be paid to PanGenomic Health. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “may”, “will”, “would”, “project”, “should”, “believe”, “plans” and similar expressions are intended to identify forward looking statements. Although PanGenomic Health believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because PanGenomic Health can give no assurance that they will prove to be correct. There can be no assurance that the proposed transaction with Ayla BioScience, Inc. will be completed as proposed or at all. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this News Release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in PanGenomic Health’s disclosure documents which can be found under PanGenomic Health’s profile on www.sedarplus.ca.  These risk factors include the possibility of delays in PanGenomic Health’s development or product launch efforts, PanGenomic Health not having sufficient financial resources to complete its development or product launch efforts in a timely manner and other risks, including those that may be outside of the control of PanGenomic Health.  Except as required under applicable securities legislation, PanGenomic Health undertakes no obligation to publicly update or revise forward-looking statements.

The Canadian Securities Exchange has neither approved nor disapproved the information contained herein and does not accept responsibility for the adequacy or accuracy of this news release.

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