Market Newsdesk

VIRGINIA CITY, Nev., Nov. 24, 2025 (GLOBE NEWSWIRE) — Comstock Inc. (NYSE: LODE) (“Comstock” and the “Company”) and Comstock Metals LLC (“Comstock Metals”), a leader in the responsible recycling of end-of-life solar panels with the only certified, north American, zero-landfill solution, announced today that it has received its notification of eligibility for an Air Quality Permit from the Nevada Division of Environmental Protection – Bureau of Air Pollution Control (NDEP-BAPC), subject to certain normal compliance conditions and public notice periods, for the processing of waste solar panels and photovoltaics for its industry-scale materials recovery facility located in Silver Springs, NV. This timely approval keeps our scale-up plans for commissioning our first industry-scale facility in Silver Springs, NV, right on schedule.

This notification follows the recently received notification of eligibility for a Written Determination Permit from the Nevada Division of Environmental Protection – Bureau of Sustainable Materials Management (NDEP-BSMM), also with the normal conditions and public notice period. These two major permits, once final, represent the complete scope of required regulatory approvals for commissioning the scale up of a facility designed for processing over 3 million panels per year from one, continuous production line, representing up to 100,000 tons per year of waste materials being processed. This facility integrates technologies for efficiently processing, conditioning, extracting, and recycling metal concentrates from photovoltaics. The Company previously reported that the equipment for the plant was ordered, and fabrication is also proceeding as planned with deliveries expected by year end, so that it can commence installation, testing, and commissioning of the industry-scale facility during the first quarter of 2026. The process for both Air and BSMM permits proceeded essentially as planned, since last Spring, when the final forms for both of these permits were submitted.

“We appreciate BAPC’s collaborative efforts in issuing this first major solar panel recycling Air Quality Permit and enabling the expansion of the only Nevada-based, zero-landfill, end-of-life solar panel solution serving this broad region and keeping these critical materials out of our landfills or from being sent offshore to foreign foundries, basically offshoring the problem,” said Dr. Fortunato Villamagna, President of Comstock Metals. “We are thankful for the strong working collaboration with our regulators and the remarkable support that we are experiencing from the broader community who increasingly understands and appreciates the critical societal value of preventing heavy metal contamination of our lands, water systems and communities.”

Most of the older U.S. solar panels in service have been deployed in the southwestern U.S., primarily California, Arizona, and Nevada, with decommissioning of these solar panels occurring now, accelerating supply and increasing the demand for environmentally responsible end-of-life solutions, negating potential legacy liability faced by our customers should the panels not be 100% recycled. Comstock has positioned itself to ensure the safe deconstruction and productive reuse of these important materials. Establishing our platform in Nevada establishes the leading solar recycling position over more than half the U.S. market for end-of-life panels and establishes a platform for rapid expansion across the rest of the United States.

“We have established both a technological and market leadership position in this rapidly growing end-of-life photovoltaic supply chain,” stated Corrado De Gasperis, Comstock’s Executive Chairman and CEO. “Our metals team is already carefully and strategically assessing additional processing and storage sites as we look to capitalize and expand our platform in this rapidly growing end-of-life environmental dilemma. Comstock Metals is the only zero-landfill, end-of-life solution for these wasted solar panels. We are setting the standard for this entire industry and positioning ourselves for rapid expansions.”

About Comstock Inc.

Comstock Inc. (NYSE: LODE) innovates and commercializes technologies, systems and supply chains that enable, support and sustain clean energy systems by efficiently, effectively, and expediently extracting and converting under-utilized natural resources into reusable metals, like silver, aluminum, gold, and other critical minerals, primarily from end-of-life photovoltaics. To learn more, please visit www.comstock.inc.

Comstock Social Media Policy

Comstock Inc. has used, and intends to continue using, its investor relations link and main website at www.comstock.inc in addition to its X.com, LinkedIn and YouTube accounts, as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Contacts

For investor inquiries:
Judd B. Merrill, Chief Financial Officer
Tel (775) 413-6222
[email protected]

For media inquiries:
Zach Spencer, Director of External Relations
Tel (775) 847-7573
[email protected]

Forward-Looking Statements
 

This press release and any related calls or discussions may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential” and similar expressions identify forward-looking statements but are not the exclusive means of doing so. Forward-looking statements include statements about matters such as: future market conditions; future explorations or acquisitions; divestitures, spin-offs or similar distribution transactions, future changes in our research, development and exploration activities; future financial, natural, and social gains; future prices and sales of, and demand for, our products and services; land entitlements and uses; permits; production capacity and operations; operating and overhead costs; future capital expenditures and their impact on us; operational and management changes (including changes in the Board of Directors); changes in business strategies, planning and tactics; future employment and contributions of personnel, including consultants; future land and asset sales; investments, acquisitions, divestitures, spin-offs or similar distribution transactions, joint ventures, strategic alliances, business combinations, operational, tax, financial and restructuring initiatives, including the nature, timing and accounting for restructuring charges, derivative assets and liabilities and the impact thereof; contingencies; litigation, administrative or arbitration proceedings; environmental compliance and changes in the regulatory environment; offerings, limitations on sales or offering of equity or debt securities, including asset sales and associated costs; business opportunities, growth rates, future working capital, needs, revenues, variable costs, throughput rates, operating expenses, debt levels, cash flows, margins, taxes and earnings. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties, many of which are unforeseeable and beyond our control and could cause actual results, developments, and business decisions to differ materially from those contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors set forth in our filings with the SEC and the following: adverse effects of climate changes or natural disasters; adverse effects of global or regional pandemic disease spread or other crises; global economic and capital market uncertainties; the speculative nature of gold or mineral exploration, and lithium, nickel and cobalt recycling, including risks of diminishing quantities or grades of qualified resources; operational or technical difficulties in connection with exploration, metal recycling, processing or mining activities; costs, hazards and uncertainties associated with precious and other metal based activities, including environmentally friendly and economically enhancing clean mining and processing technologies, precious metal exploration, resource development, economic feasibility assessment and cash generating mineral production; costs, hazards and uncertainties associated with metal recycling, processing or mining activities; contests over our title to properties; potential dilution to our stockholders from our stock issuances, recapitalization and balance sheet restructuring activities; potential inability to comply with applicable government regulations or law; adoption of or changes in legislation or regulations adversely affecting our businesses; permitting constraints or delays; challenges to, or potential inability to, achieve the benefits of business opportunities that may be presented to, or pursued by, us, including those involving battery technology and efficacy, quantum computing and generative artificial intelligence supported advanced materials development, development of cellulosic technology in bio-fuels and related material production; commercialization of cellulosic technology in bio-fuels and generative artificial intelligence development services; ability to successfully identify, finance, complete and integrate acquisitions, spin-offs or similar distribution transactions, joint ventures, strategic alliances, business combinations, asset sales, and investments that we may be party to in the future; changes in the United States or other monetary or fiscal policies or regulations; interruptions in our production capabilities due to capital constraints; equipment failures; fluctuation of prices for gold or certain other commodities (such as silver, zinc, lithium, nickel, cobalt, cyanide, water, diesel, gasoline and alternative fuels and electricity); changes in generally accepted accounting principles; adverse effects of war, mass shooting, terrorism and geopolitical events; potential inability to implement our business strategies; potential inability to grow revenues; potential inability to attract and retain key personnel; interruptions in delivery of critical supplies, equipment and raw materials due to credit or other limitations imposed by vendors; assertion of claims, lawsuits and proceedings against us; potential inability to satisfy debt and lease obligations; potential inability to maintain an effective system of internal controls over financial reporting; potential inability or failure to timely file periodic reports with the Securities and Exchange Commission; potential inability to list our securities on any securities exchange or market or maintain the listing of our securities; and work stoppages or other labor difficulties. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows, or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Neither this press release nor any related calls or discussions constitutes an offer to sell, the solicitation of an offer to buy or a recommendation with respect to any securities of the Company, the fund, or any other issuer.

NEW YORK, Nov. 24, 2025 (GLOBE NEWSWIRE) — Soulpower Acquisition Corporation (NYSE:SOUL) (“Soulpower”) announced today that it has entered into a definitive business combination agreement (the “BCA”) for a proposed business combination (the “Business Combination”) with SWB LLC (“SWB” or the “Company”), a newly formed Cayman Islands company established to launch SOUL WORLD BANK™ (“SOUL”), a new economy financial services conglomerate, stablecoin issuer and international bank. Soulpower, a financials-focused special-purpose acquisition company, raised $250 million dollars in its upsized initial public offering, which was underwritten by Cantor Fitzgerald in April 2025.

Following the consummation of the Business Combination, the continuing public company will be SWB Holdings, a newly formed Cayman Islands exempted company (“Pubco”). Pubco intends to apply for listing, to be effective at the time of the closing of the Business Combination, of its nonvoting Class A Ordinary Shares on the New York Stock Exchange under the symbol “SOUL”. Justin Lafazan, the CEO of Soulpower and the founder and managing member of SWB, will become the Chairman of the Board and CEO of Pubco following the Business Combination, and will indirectly control the Class V Ordinary Shares of Pubco, the only equity shares of Pubco entitled to vote, through The Lafazan Brothers LLC.

“My brothers and I are proud to finally share our vision of building a new world bank called SOUL,” stated Justin Lafazan. “People are sick and tired of legacy financial institutions. Our business model embraces new technologies – like AI, stablecoins, and tokenization – that shift the power dynamic from the privileged few towards the everyday many. We are bringing financial freedom to the global 99%. SOUL will be the most loved bank on earth.”

Pursuant to the BCA, at the closing of the Business Combination (the “Closing”), Soulpower and SWB will each merge with subsidiaries of Pubco, and Soulpower shareholders will receive non-voting Class A Ordinary Shares of Pubco. Prior to or simultaneously with the execution of the BCA, SWB has entered into binding agreements for contributions to SWB of assets valued by SWB at approximately $6.75 Billion (net of debt incurred or cash consideration payments) in exchange for new non-voting SWB membership interests, with such contributions to occur immediately prior to the Closing. Under the BCA, SWB will go public at a pre-money transaction based on the assets contributed to SWB prior to the Closing, which based on the commitments signed at the time of the signing of the BCA, would represent a pre-money transaction value for SWB of approximately $8.1 billion dollars, and subject to potential increase prior to the Closing if SWB enters into additional binding commitments for contributions for additional assets and consummates such contributions prior to the Closing. SWB currently has the following binding agreements in place, all of which would be consummated immediately prior to the Closing, subject to certain conditions set forth in such agreements:

• BVI Bank License via the Bank of Asia – A purchase agreement with Bank of Asia (BVI) Limited (“Bank of Asia”), and the Joint Liquidators of Bank of Asia, to acquire a banking license and certain related assets in the British Virgin Islands from Bank of Asia, which is in liquidation in the British Virgin Islands, subject to requisite Court, Licensing, and Regulatory approvals
• Collaboration Agreement with Animoca Brands – A strategic collaboration agreement with Web3 Pioneer Animoca Brands that includes joint arrangements to develop and issue a cross-border stablecoin
• A Diverse Portfolio of Real World Assets (RWAs) – Various asset contribution agreements, alongside their respective asset management agreements and independent contractor agreements, for investors to contribute real world assets to SWB immediately prior to the Closing in exchange for a mix of cash, promissory notes and non-voting membership interests of SWB, which will become non-voting Class A ordinary shares of Pubco at the Closing, including the contribution of the following assets, subject to the conditions set forth in such agreements:
  • U.S. Land – 23 U.S. land and infrastructure assets primarily located in South Carolina and North Carolina via an agreement with Contender Development Inc. and its affiliates, one of the largest infrastructure development firms in the United States
  • German Slate – 5 slate mines and the associated in-ground slate deposits and mineral rights near Meschede, Germany
  • US Oil & Gas – Approximately 3,000 acres of mineral rights in connection with a major oil and gas discovery in Louisiana, U.S.A.
  • Mexico Land – Over 40,000 hectares of undeveloped land across 14 assets in Baja, Mexico, procured in partnership with JXN Ventures, a Mexico City-based boutique asset management and capital advisory firm
  • South Africa Gold Mine – An 846 hectare gold mine site, including land and mineral rights in Gauteng province, South Africa
  • US Gold and Silver Mine – A 1,062 acre gold and silver mine property, formerly owned by Pegasus Gold, including the associated mineral rights in Montana, U.S.A.
• Technology Startup Partnerships – to provide operational infrastructure to the prospective bank, SWB has entered into independent contractor arrangements with:
  • NewCampus: An innovation firm based in Singapore specializing in blockchain, community-building, and financial services
  • Chainstarters: a technology company based in Connecticut with deep expertise in Artificial Intelligence (AI) and RWA tokenization.

In addition, the new Pubco has entered into a $5 Billion committed equity facility through an Ordinary Shares Purchase Agreement for non-voting Class A ordinary shares of Pubco with CREO Investments LLC (the “Investor”), pursuant to which the Investor would provide an equity line of credit of up to Five Billion Dollars ($5,000,000,000) to Pubco post-Closing, subject to a resale registration statement with the Securities and Exchange Commission (the “SEC”), among other conditions.

SOUL WORLD BANK™ intends to offer a suite of international financial services. The firm’s large asset portfolio is designed to provide both stable book value as well as opportunity for asset tokenization and other financial engineering. SOUL also intends to develop a full licensed free AI bank, which would be denominated in its new stablecoin and offer a yield incentive for depositors through tokenized assets.

In support of the long-term vision of SOUL, all SWB equityholders, including the asset contributors, and the Soulpower sponsor have agreed to a minimum one-year lock up period on their Pubco shares, with the majority of equityholders extending to 3 years or more, subject to early release based on post-Closing share price performance.

The transaction has been approved by the sole member and manager of SWB and unanimously approved by the board of directors of Soulpower, including its special committee of independent and disinterested directors (formed in connection with Soulpower’s CEO, Justin Lafazan, being the founder and CEO of SWB), and is expected to close in the first quarter of 2026, subject to satisfaction of customary closing conditions, including approval by the Soulpower shareholders.

Shares of Soulpower Acquisition Corporation will continue to trade on NYSE under the ticker “SOUL” until the Closing. Pubco will seek to trade under the same ticker symbol (NYSE:SOUL) following the Closing.

All operational milestones and financial offerings will occur following the Closing and are subject to regulatory approvals and market factors. The Bank of Asia transaction remains subject to BVI regulatory and Court approvals.

Advisors

Sichenzia Ross Ference Carmel LLP is serving as legal counsel for Soulpower. Ellenoff Grossman & Schole LLP is serving as legal counsel for SWB. Harneys is serving as BVI counsel for SWB. Carey Olsen is serving as Cayman counsel for Soulpower and SWB. Hengeler Mueller is serving as German counsel for SWB. Greenberg Traurig is serving as Mexico counsel for SWB. Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, is serving as financial advisor to Soulpower.

About Soulpower Acquisition Corporation

Soulpower Acquisition Corporation (NYSE: SOUL) is a publicly listed special purpose acquisition company that raised $250 million dollars in its upsized initial public offering, which was underwritten by Cantor Fitzgerald in April 2025.

About SWB LLC

SWB LLC is a newly formed Cayman Islands company established to launch SOUL WORLD BANK™ (“SOUL”) and to acquire various real world assets. SWB LLC is sponsored by The Lafazan Brothers LLC.

About SWB Holdings

SWB Holdings is a newly formed Cayman Islands company that upon the Closing will be the publicly traded holding company of SOUL WORLD BANK™ and its affiliates. SOUL WORLD BANK™ intends to offer a suite of international financial services and operate as a licensed international financial institution. SWB Holdings is intending to launch with a large asset portfolio held directly or indirectly by SWB, designed to provide both stable book value as well as an opportunity for asset tokenization and other financial engineering.

Additional Information and Where to Find It

In connection with the transaction, Pubco, Soulpower and SWB will prepare and file a registration statement (“Registration Statement”) with the SEC, which will include a preliminary proxy statement of Soulpower and a preliminary prospectus of Pubco with respect to the securities to be offered to Soulpower shareholders and others in the Business Combination. After the Registration Statement is declared effective, Soulpower will mail a definitive proxy statement/prospectus to its shareholders as of a record date to be established for voting on the Business Combination. The Registration Statement, including the proxy statement/prospectus contained therein, will contain important information about the Business Combination and the other matters to be voted upon at an extraordinary general meeting of Soulpower’s shareholders. This press release does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. Soulpower, SWB and Pubco may also file other documents with the SEC regarding the Business Combination. Soulpower’s shareholders and other interested persons are advised to read, when available, the Registration Statement, including the preliminary proxy statement/prospectus contained therein, the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the Business Combination, as these materials will contain important information about Soulpower, SWB, Pubco, the BCA and the Business Combination. The documents filed by Soulpower, SWB, and Pubco with the SEC also may be obtained free of charge upon written request to Soulpower at [email protected].

Participants in the Solicitation

Soulpower, SWB, and Pubco and their respective directors, executive officers and other members of their management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Soulpower’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of Soulpower’s directors and officers in Soulpower’s final prospectus filed with the SEC on April 3, 2025 (the “Soulpower IPO Prospectus”), its reports on Form 8-K filed with the SEC on April 4, 2025 and on November 24, 2025, its Quarterly Report on Form 10-Q for the period ended June 30, 2025, filed with the SEC on August 14 , 2025 and its Quarterly Report on Form 10-Q for the period ended September 30, 2025, filed with the SEC on November 13, 2025. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Soulpower’s shareholders in connection with the Business Combination will be set forth in the Registration Statement when available. Information concerning the interests of Soulpower’s SWB’s, and Pubco’s participants in the solicitation, which may, in some cases, be different than those of their respective equityholders generally, will be set forth in the Registration Statement when it becomes available.

Disclaimer

Past performance by Soulpower’s, SWB’s or Pubco’s management teams and their respective affiliates is not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of Soulpower’s, SWB’s or Pubco’s management teams or businesses associated with them as indicative of future performance of an investment or the returns that Soulpower, SWB or Pubco will, or are likely to, generate going forward.

Cautionary Note Regarding Forward-Looking Statements

This press release includes “forward-looking statements” with respect to Soulpower, SWB and Pubco. The expectations, estimates, and projections of the businesses of Soulpower, SWB and Pubco may differ from their actual results and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “anticipate,” “intend,” “may,” “will,” “could,” “should,” “potential,” and similar expressions are intended to identify such forward-looking statements.

These forward-looking statements include, without limitation, expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination, and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and are subject, without limitation, to (i) known and unknown risks, including the risks and uncertainties indicated from time to time in the Soulpower IPO Prospectus, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Soulpower, SWB or Pubco, including, without limitation, the Registration Statement; (ii) uncertainties; (iii) assumptions; and (iv) other factors beyond Soulpower’s, SWB’s or Pubco’s control that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. They are neither statements of historical fact nor promises or guarantees of future performance. Therefore, actual results may differ materially and adversely from those expressed or implied in any forward-looking statements, and Soulpower, SWB and Pubco therefore caution against placing undue reliance on any of these forward-looking statements.

Many of these factors are outside of the control of Soulpower, SWB, and Pubco and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination the BCA; (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination and the BCA; (3) the inability to complete the Business Combination, including due to the failure to obtain approval of the shareholders of Soulpower or other conditions to closing the Business Combination; (4) SWB’s and Pubco’s ability to develop and manage their businesses, and the advantages and expected growth of SWB and Pubco; (5) the cash position of SWB and Pubco following Closing; (6) the inability to obtain or maintain the listing of Pubco’s securities on a stock exchange following the Closing; (7) the risk that the announcement and pendency of the Business Combination disrupts SWB’s and Pubco’s current plans and operations; (8) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Pubco and SWB to develop and manage growth profitably and source and retain its key employees; (9) costs related to the Business Combination; (10) changes in applicable laws and regulations or political and economic developments; (11) the possibility that Pubco or SWB may be adversely affected by other economic, business and/or competitive factors; (12) Soulpower’s, SWB’s and Pubco’s estimates of expenses and profitability; (13) the amount of redemptions by Soulpower’s public shareholders; (14) the possibility that contractual counterparties that have committed to providing assets to SWB in connection with the Business Combination may not fulfill their obligations to SWB or that SWB may determine to terminate such agreements due to additional concerns identified in SWB’s diligence prior to the Closing or if the final independent third-party valuation of any such assets are less than SWB’s valuation of such assets, (15) the possibility that asset managers and other service providers to SWB may not fulfil their obligations following the Business Combination; (16) regulatory matters involving SOUL WORLD BANK™ and the other businesses and operations to be conducted by Pubco following the Business Combination, and (17) other risks and uncertainties included in the “Risk Factors” section of the Soulpower IPO Prospectus, the Registration Statement and other documents filed or to be filed with the SEC by Soulpower, SWB and Pubco. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Soulpower, SWB and Pubco do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in their expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law.

No Offer or Solicitation

This press release does not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the transaction. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contacts

Investor Relations

[email protected]

SWB

Justin Lafazan, Chairman & CEO
[email protected]

PALO ALTO, Calif., Nov. 24, 2025 (GLOBE NEWSWIRE) — Scilex Holding Company (“Scilex” or the “Company”) (Nasdaq: SCLX), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain and neurodegenerative and cardiometabolic disease, announced today that it has entered into a definitive agreement for the exercise of certain existing warrants to purchase an aggregate of (i) 428,572 shares of common stock (the “Common Stock”) having an exercise of $38.50 per share and issued in April 2024 (the “April 2024 Warrants”) and (ii) 475,824 shares of Common Stock having an exercise price of $22.72 per share and issued in December 2024 (together with the April 2024 Warrants, the “Existing Warrants”). The aggregate gross proceeds from the exercise of the Existing Warrants are expected to be approximately $20.3 million, before deducting placement agent fees and other offering expenses payable by the Company.

Rodman & Renshaw LLC and StockBlock Securities LLC are acting as the exclusive placement agents for the offering (the “Offering”).

In consideration for the immediate exercise of the Existing Warrants for cash, the Company will issue to the holder of the Existing Warrants a new unregistered warrant to purchase up to an aggregate of 1,356,594 shares of Common Stock at an exercise price of $29.00 per share (the “New Warrant”). The New Warrant will be exercisable immediately upon issuance and will have a term of five years from the date of issuance.

The offering is expected to close on or about November 25, 2025, subject to satisfaction of customary closing conditions. The Company expects to use the net proceeds from the Offering for working capital and general corporate purposes.

The New Warrant described above is being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the shares of Common Stock issuable upon exercise of the New Warrant, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the New Warrant issued in the private placement and the shares of Common Stock underlying the New Warrant may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of Common Stock issuable upon the exercise of the New Warrant.

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.   

For more information on Scilex Holding Company, refer to www.scilexholding.com

For more information on Semnur Pharmaceuticals, Inc., refer to www.semnurpharma.com

For more information on ZTlido^® including Full Prescribing Information, refer to www.ztlido.com.

For more information on ELYXYB^®, including Full Prescribing Information, refer to www.elyxyb.com.

For more information on Gloperba^®, including Full Prescribing Information, refer to www.gloperba.com.

https://www.facebook.com/scilex.pharm

https://www.linkedin.com/company/scilex-holding-company/

[email protected]

About Scilex Holding Company

Scilex is an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain and neurodegenerative and cardiometabolic disease. Scilex targets indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and is dedicated to advancing and improving patient outcomes. Scilex’s commercial products include: (i) ZTlido^® (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration (the “FDA”) for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB^®, a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) Gloperba^®, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults.

In addition, Scilex has three product candidates: (i) SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (“SEMDEXA” or “SP-102”), which is owned by Semnur (a majority owned subsidiary of Scilex) and is a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica, for which Scilex has completed a Phase 3 study and was granted Fast Track status from the FDA in 2017; (ii) SP-103 (lidocaine topical system) 5.4%, (“SP-103”), a next-generation, triple-strength formulation of ZTlido, for the treatment of acute pain and for which Scilex has recently completed a Phase 2 trial in acute low back pain. SP-103 has been granted Fast Track status from the FDA in low back pain; and (iii) SP-104 (4.5 mg, low-dose naltrexone hydrochloride delayed-release capsules) (“SP-104”), a novel low-dose delayed-release naltrexone hydrochloride being developed for the treatment of fibromyalgia.

Scilex is headquartered in Palo Alto, California.

Forward-Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts and may be accompanied by words that convey projected future events or outcomes, such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or variations of such words or by expressions of similar meaning. These forward-looking statements include, but are not limited to, statements regarding future events, the completion of the Offering, the anticipated use of proceeds from the Offering, future opportunities for Scilex and its subsidiaries, the future business strategies, long-term objectives and commercialization plans of Scilex and its subsidiaries, the current and prospective product candidates, planned clinical trials and preclinical activities and potential product approvals, as well as the potential for market acceptance of any approved products and the related market opportunity of Scilex and its subsidiaries, statements regarding SP-102, if approved by the FDA, Scilex’s potential to attract new capital and avoid the effects of negative debt leverage and other statements that are not historical facts. These statements are based on management’s current expectations of and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Scilex. These statements are subject to a number of risks and uncertainties regarding Scilex’s business, and actual results may differ materially. These risks and uncertainties include, but are not limited to, market and other conditions, general economic, political and business conditions; the ability of Scilex and its subsidiaries to develop and successfully market products; the ability of Scilex and its subsidiaries to grow and manage growth profitably and retain its key employees; the risk that the potential product candidates that Scilex develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; risks relating to uncertainty regarding the regulatory pathway for Scilex’s product candidates; the risk that Scilex’s product candidates may not be beneficial to patients or successfully commercialized; the risk that Scilex has overestimated the size of the target patient population, their willingness to try new therapies and the willingness of physicians to prescribe these therapies; risks that the prior results of the clinical trials may not be replicated; regulatory and intellectual property risks; the risk of failure to realize the anticipated benefits of the transactions contemplated with Datavault and other risks and uncertainties indicated from time to time and other risks set forth in Scilex’s filings with the SEC. There may be additional risks that Scilex presently does not know or that Scilex currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Scilex’s expectations, plans or forecasts of future events and views as of the date of the communication. Scilex anticipates that subsequent events and developments will cause such assessments to change. However, while Scilex may elect to update these forward-looking statements at some point in the future, Scilex specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Scilex’s assessments as of any date subsequent to the date of this communication. Accordingly, investors are cautioned not to place undue reliance on these forward-looking statements.

Contacts:

Investors and Media
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303
Office: (650) 516-4310

Email: [email protected]

Website: www.scilexholding.com

SEMDEXA™ (SP-102) is a trademark owned by Semnur Pharmaceuticals, Inc., a majority-owned subsidiary of Scilex Holding Company. A proprietary name review by the FDA is planned.

ZTlido^® is a registered trademark owned by Scilex Pharmaceuticals Inc., a wholly-owned subsidiary of Scilex Holding Company.

Gloperba^® is the subject of an exclusive, transferable license to use the registered trademark by Scilex Holding Company.

ELYXYB^® is a registered trademark owned by Scilex Holding Company.

Scilex Bio™ is a trademark owned by Scilex Holding Company, Inc.

All other trademarks are the property of their respective owners.

© 2025 Scilex Holding Company All Rights Reserved.

VANCOUVER, British Columbia, Nov. 24, 2025 (GLOBE NEWSWIRE) — Zymeworks Inc. (Nasdaq: ZYME) a biotechnology company managing a portfolio of licensed healthcare assets, while developing a diverse pipeline of novel, multifunctional biotherapeutics, today announced that management will participate in the following upcoming investor conferences:

• Evercore 8^th Annual Healthcare Conference in Miami: Zymeworks’ management will participate in one-on-one meetings and a fireside chat on December 2, 2025, at 10:00 am Eastern Time (ET) in Miami, FL.
• Citi 2025 Global Healthcare Conference: Zymeworks’ management will participate in one-on-one meetings and a fireside chat on December 3, 2025 at 3:15 pm ET in Miami, FL.

About Zymeworks Inc.

Zymeworks is a global biotechnology company managing a portfolio of licensed healthcare assets and developing a diverse pipeline of novel, multifunctional biotherapeutics to improve the standard of care for difficult-to-treat diseases, including cancer, inflammation, and autoimmune disease. The Company’s asset and royalty aggregation strategy focuses on optimizing positive future cash flows from an emerging portfolio of licensed products such as Ziihera® (zanidatamab-hrii) and other licensed products and product candidates, such as pasritamig. In addition, Zymeworks is also building a portfolio of healthcare assets that can generate strong cash flows, while supporting the early-stage development of innovative medicines. Zymeworks engineered and developed Ziihera® (zanidatamab-hrii), a HER2-targeted bispecific antibody using the Company’s proprietary Azymetric™ technology and has entered into separate agreements with BeOne Medicines Ltd. (formerly BeiGene, Ltd.) and Jazz Pharmaceuticals Ireland Limited granting each exclusive rights to develop and commercialize zanidatamab in different territories. Zymeworks is rapidly advancing a robust pipeline of product candidates, leveraging its expertise in both antibody drug conjugates and multispecific antibody therapeutics targeting novel pathways in areas of significant unmet medical need. The Company’s complementary therapeutic platforms and fully integrated drug development engine provide the flexibility and compatibility to precisely engineer and develop highly differentiated antibody-based therapeutics. These capabilities have been further leveraged through strategic partnerships with global biopharmaceutical companies. For information about Zymeworks, visit www.zymeworks.com and follow @ZymeworksInc on X.

Investor inquiries:

Shrinal Inamdar
Senior Director, Investor Relations
(604) 678-1388
[email protected]

Media inquiries:

Diana Papove
Senior Director, Corporate Communications
(604) 678-1388
[email protected]

CALGARY, Alberta, Nov. 24, 2025 (GLOBE NEWSWIRE) — Enerflex Ltd. (TSX: EFX) (NYSE: EFXT) (“Enerflex” or the “Company”) announces the appointment of Ms. Céline Gerson to its Board of Directors (the “Board”), effective today.

“Céline is a seasoned executive with a deep focus on organization and business performance. Her 25 years of experience with Fortune 500 global manufacturing and service companies enhances the skillset of Enerflex’s Board and we look forward to her insights as Enerflex executes on its strategy,” said Kevin Reinhart, Chair of the Enerflex Board.

Ms. Gerson commented, “I am honored to join the Enerflex Board at an exciting time for the Company. Enerflex is a recognized global leader, and I look forward to working closely with management and my fellow Directors as we build on the Company’s momentum and focus on creating sustainable shareholder value.”

About Céline Gerson

Ms. Gerson offers a unique blend of leadership competencies in international business, strategy development and execution, and commercial and go-to-market positioning. She is currently a member of the Executive Team of Fugro N.V. (Euronext: FUR) and President and Group Director for Fugro Americas, a world leading Geo-data specialist. Prior to joining Fugro NV, she held senior positions at SLB and Cameron International, including President of Schlumberger Canada.
  
Ms. Gerson holds a B.B.A in International Finance and Marketing from the European University in Brussels and a J.D. from the University of Houston. Céline is also an alumna of Harvard Business School where she completed the Program for Executive Leadership Development. She serves as Chair of the Nominating and Governance Committee of the Board of Energy Safety Canada. She is also a member of the Nominating and Governance Committee of the Board of the National Ocean Industries Association.

ABOUT ENERFLEX

Enerflex is a premier integrated global provider of energy infrastructure and energy transition solutions, deploying natural gas, low-carbon, and treated water solutions – from individual, modularized products and services to integrated custom solutions. With over 4,400 engineers, manufacturers, technicians, and innovators, Enerflex is bound together by a shared vision: Transforming Energy for a Sustainable Future. The Company remains committed to the future of natural gas and the critical role it plays, while focused on sustainability offerings to support the energy transition and growing decarbonization efforts.

Enerflex’s common shares trade on the Toronto Stock Exchange under the symbol “EFX” and on the New York Stock Exchange under the symbol “EFXT”. For more information about Enerflex, visit www.enerflex.com.

For investor and media enquiries, contact:

Paul Mahoney
President and Chief Executive Officer
E-mail: [email protected]

Preet S. Dhindsa
Senior Vice President and Chief Financial Officer
E-mail: [email protected]

Jeff Fetterly
Vice President, Corporate Development and Capital Markets
E-mail: [email protected]