Exhibit 1

 

Joint Filing Agreement

 

Soleus Capital Master Fund, L.P., a Cayman Islands exempted limited partnership, Soleus Capital, LLC, a Delaware limited liability company, Soleus Capital Group, LLC, a Delaware limited liability company, Soleus Capital Management, L.P., a Delaware limited partnership, Soleus GP, LLC, a Delaware limited liability company, and Guy Levy, an individual, hereby agree to file jointly the statement on Schedule 13D to which this Joint Filing Agreement is attached, and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934, as amended.

 

It is understood and agreed that each of the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness or accuracy of information concerning the other party unless such party knows or has reason to believe that such information is inaccurate.

 

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement on Schedule 13D, and any amendments hereto, filed on behalf of each of the parties hereto.

 

Dated: April 15, 2025

 

  SOLEUS CAPITAL MASTER FUND, L.P.
     
  By: Soleus Capital, LLC,
    Its General Partner
     
  By: Soleus Capital Group, LLC,
    Its Managing Member
     
  By: /s/ Guy Levy
  Name: Guy Levy
  Title: Managing Member
     
  SOLEUS CAPITAL, LLC
     
  By: Soleus Capital Group, LLC,
    Its Managing Member
     
  By: /s/ Guy Levy
  Name: Guy Levy
  Title: Managing Member
     
  SOLEUS CAPITAL GROUP, LLC
     
  By: /s/ Guy Levy
  Name: Guy Levy
  Title: Managing Member
     
  SOLEUS CAPITAL MANAGEMENT, L.P.
     
  By: Soleus GP, LLC,
    Its General Partner
     
  By: /s/ Guy Levy
  Name: Guy Levy
  Title: Managing Member
     
  SOLEUS GP, LLC
     
  By: /s/ Guy Levy
  Name: Guy Levy
  Title: Managing Member
     
  /s/ Guy Levy
  Guy Levy

 

Exhibit 2

 

104 Field Point Road

Second Floor

Greenwich, CT 06830

P: 475.208.3178

F: 475.223.0865

 

April 15, 2025

 

Board of Directors

ESSA Pharma Inc.

999 West Broadway

Vancouver, British Columbia

Canada V5Z iK5

 

Dear Board of Directors:

 

As one of ESSA’s largest shareholders, we have remained unwavering in our support of the Company over the past six years. When we made our initial investment in 2019, we were drawn to the Company’s focus on scientific rigor and ambitious mission to develop novel therapies for patients with prostate cancer. We have been continuously impressed by the caliber of ESSA’s management and Board. The Company has been exemplary stewards of investors’ capital, efficiently executing clinical studies that answered key scientific questions.

 

Though we shared in the disappointment over last year’s EPI-7386 results, we supported the Company’s decision to halt clinical studies and pursue strategic alternatives. Its commitment to transparency and dedication to serving patients and shareholders alike stands as a benchmark for the entire industry.

 

Over the past three months, deterioration of the macroeconomic environment has placed an even greater premium on cash and liquidity for investors. The Company’s share price, currently around $1.60, is significantly below its roughly $2.40 of cash per share. While we support management’s thoughtful evaluation of various strategic paths, we now believe it is in shareholders’ best interest for the Company to wind down operations and return remaining cash to shareholders, and we urge you to take action to do so.

 

Regards,

 

Soleus Capital Management, L.P.

 

/s/ Guy Levy  
Guy Levy  
Chief Investment Officer