Apolo V Acquisition Corp. Amendment to Definitive Agreement with TelyRx, Inc. and Rescheduling of Special Meeting of Shareholders

Toronto, Ontario–(Newsfile Corp. – February 20, 2026) – Apolo V Acquisition Corp. (TSXV: AFV.P) (“Apolo V” or the “Company“) announces it has amended its business combination agreement with TelyRx, Inc. (“TelyRx“) dated January 19, 2026 (the “Business Combination Agreement“) effected in connection with its previously announced proposed qualifying transaction (the “Qualifying Transaction“) and postponed its special meeting of shareholders (the “Meeting“), which had been scheduled to be held on February 19, 2026.

Amended Business Combination Agreement

The Company, TelyRx, TelyRx Finco Inc., 1001474388 Ontario Inc. and Apolo V MergerCo Inc. entered into an amending agreement (the “Amended BCA“) dated February 19, 2026, amending the Business Combination Agreement. The Amended BCA revises the proposed consolidation of common shares of the Company (the “Apolo Shares“) to be completed in connection with the Qualifying Transaction. The proposed consolidation ratio has been amended from a range of one post-consolidation Apolo Share for every 45 to 60 pre-consolidation Apolo Shares to a revised range of one post-consolidation Apolo Share for every 20 to 60 pre-consolidation Apolo Shares (the “Share Consolidation Ratio“). Additionally, the outside date for the Meeting was amended to March 6, 2026, as further described below. Except as expressly amended by the Amended BCA, all other terms and conditions of the Business Combination Agreement remain unchanged and in full force and effect.

Special Meeting of the Shareholders

As the amendment affects a matter to be considered and approved by shareholders at the Meeting, the Company has determined that it is appropriate to postpone the Meeting in order to prepare and deliver amended disclosure reflecting the revised Share Consolidation Ratio. The Company has rescheduled the Meeting to March 5, 2026, at 10:00 a.m. (Toronto time), to be held in person at the offices of Wildeboer Dellelce LLP, Suite 800, 365 Bay Street, Toronto, Ontario. The Company expects to file and mail amended meeting materials to shareholders following receipt of any required regulatory approvals. The record date for voting at the Meeting will remain January 20, 2026. Further details regarding proxy voting will be provided in the amended meeting materials.

About Apolo V

Apolo V was incorporated under the Business Corporations Act (Ontario) on April 2, 2025 and is a capital pool company listed on the TSX Venture Exchange (“TSXV“). Apolo V has no commercial operations and has no assets other than cash. Apolo V’s only business is to identify and evaluate assets or businesses with a view to completing a qualifying transaction.

Trading in the securities of a capital pool company should be considered highly speculative. Apolo Shares are currently halted from trading on the TSXV and trading is not expected to resume until closing of the Qualifying Transaction. Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Forward-Looking Statements

This release includes forward-looking information within the meaning of applicable securities laws regarding Apolo V and its businesses, which may include, but are not limited to, statements with respect to the completion of the Qualifying Transaction, the terms on which the Qualifying Transaction is intended to be completed, the ability to obtain regulatory and shareholder approvals and other factors. Often but not always, forward-looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of each entity and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Qualifying Transaction, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the healthcare technology industry, market conditions, economic factors, management’s ability to manage and to operate the business of the Company and the equity markets generally. Although Apolo V has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Apolo V does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Cautionary Statement

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Neither TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/284690