PGN Pgnx Capital Corporation

PGNX Capital Corp. (formerly, Paragon Pharmacies Limited, "Paragon" or the
"Corporation") (NEX:PGN.H), formerly, (TSX VENTURE:PGN) today announced that it
closed the sale to Shoppers Drug Mart Inc. ("Shoppers") of substantially all of
the assets of Paragon (the "Paragon Assets") for a cash purchase price of
$73.5million, subject to certain post-closing adjustments and escrow provisions
(the "Transaction"). The Paragon Assets are comprised of those assets formerly
used in Paragon's pharmacy business, which consisted of 19 retail pharmacies and
three central fill pharmacies located in British Columbia, Alberta and Manitoba.


Summary of the Transaction 

On May 22, 2012, Shoppers and Paragon entered into an asset purchase agreement
(the "Agreement") setting out the terms and conditions pursuant to which
Shoppers agreed to purchase the Paragon Assets from Paragon. On July 26, 2012,
at an annual and special meeting of holders ("Shareholders") of common shares
("Common Shares") of the Corporation, the Shareholders approved the Transaction.
Today, Shoppers and Paragon closed the Transaction for immediate proceeds to
Paragon of $58.4 and proceeds of $15.1 million to be held in escrow pursuant to
the Agreement, for aggregate proceeds of $73.5 million.


Name Change 

In connection with the Transaction, pursuant to the Agreement, Paragon agreed to
change its name and at the Meeting, the Shareholders approved such name change.
Today, the Corporation changed its name to "PGNX Capital Corp."


NEX

The Corporation has been advised by the TSX Venture Exchange (the "TSXV") that
upon the completion of the Transaction, the Corporation no longer meets the
TSXV's continued listing requirements. Accordingly, the Common Shares will be
listed for trading on the NEX, a separate board of the TSX Venture Exchange and
will no longer be listed on the TSXV. The Corporation expects that the Common
Shares will commence trading on NEX on or before Tuesday, August 7, 2012.


Management Changes 

In connection with the Transaction, Mr. Gordon Gooding will resign as chief
executive officer of the Corporation on August 7, 2012 and Mr. Denis Taillieu
will assume that role. The Corporation would like to thank Mr. Gooding for his
service to the Corporation.


Expected Use of Proceeds 

The proceeds from the Transaction are expected to be used to repay Paragon's
liabilities and obligations as they exist at closing. The remaining proceeds are
expected to be distributed to Paragon shareholders at future dates, with an
initial distribution expected by late October 2012 in the amount of $0.45 per
share and a final distribution of approximately $0.17 per share, assuming all
escrow amounts are returned to Paragon following the 18 month escrow period
ending on November 22, 2013. The exact amount of the cash distribution and the
date for determining the Paragon shareholders of record will be confirmed at a
later date. 


Cautionary Statement on Forward-Looking Information 

This news release contains forward-looking information and statements which
constitute "forward-looking information" under Canadian securities law and which
may be material regarding, among other things, Paragon's beliefs, plans,
objectives, strategies, estimates, intentions and expectations. These include,
but are not limited to, statements with respect to the expected use of the
proceeds from the Transaction by Paragon, the expected date that the Common
Shares are expected to commence trading on NEX and the amount, mechanism and
timing of such cash distribution. Forward-looking information and statements are
typically identified by words such as "anticipate", "believe", "expect",
"estimate", "forecast", "goal", "intend", "plan", "will", "may", "should",
"could" and similar expressions. 


The forward-looking information and statements contained herein are based on
certain factors and assumptions, certain of which appear proximate to the
applicable forward-looking information and statements contained herein,
including assumptions as to the time and amount of future distributions to
shareholders. Such timing may change for a number of reasons, including ability
to satisfy effective distribution planning requirements or conditions. Amounts
may be impacted by unknown third party claims, or indemnifications sought by
Shoppers against escrow funds. Accordingly, readers should not place undue
reliance on the forward-looking statements and information contained in this
news release. Readers are cautioned that the foregoing list is not exhaustive. 


Inherent in the forward-looking information and statements are known and unknown
risks, uncertainties and other factors beyond Paragon's ability to control or
predict, which give rise to the possibility that Paragon's predictions,
forecasts, expectations or conclusions will not prove to be accurate, that its
assumptions may not be correct and that its plans, objectives and statements
will not be achieved. Actual results or developments may differ materially from
those contemplated by the forward-looking information and statements. 


Certain of these risks, factors, estimates and assumptions are described in more
detail in the "Risks and Risk Management" section of Paragon's most recently
filed annual and interim Management's Discussion and Analysis for the year-ended
August 31, 2011 and the nine month period ended May 31, 2012 to which readers
are referred and which are incorporated by reference in this news release. In
addition, all forward-looking statements made in this news release are qualified
by the full caution regarding Forward-Looking Information and Statements in such
Management's Discussion and Analysis. These risks, factors, estimates and
assumptions are not exhaustive. Paragon disclaims any intention or obligation to
update or revise any forward-looking statements whether as a result of new
information, future events or otherwise, or to explain any material difference
between subsequent actual events and such forward-looking statements, except to
the extent required by applicable law.

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