BIOVAXYS ANNOUNCES CONVERSION OF DEBENTURES AND GRANT OF STOCK OPTIONS

Executive Summary

• BioVaxys converted $25,000 of unsecured convertible debentures (plus accrued interest) into 148,468 common shares at a $0.17 conversion price.
• The conversion was executed by CEO James Passin and is treated as a related‑party transaction under MI 61‑101, relying on exemption thresholds.
• Concurrently, the company granted 550,000 stock options to directors, officers, consultants and employees with an exercise price of $0.25 per share, vesting in three equal installments over 12 months.

Key Details

• Debenture issuance (Sept 15 2025): Aggregate principal $335,670, 10% annual interest, convertible into common shares at the CSE closing price on conversion notice date.
• Conversion amount: Principal $25,000 plus accrued interest = $25,239.73 payable to the holder.
• Shares issued on conversion: 148,468 shares at a conversion price of $0.17 per share.
• Regulatory condition: Issuance subject to receipt of all necessary approvals, including CSE acceptance.
• Related‑party nature: Conversion performed by CEO James Passin; transaction deemed exempt from formal valuation and minority shareholder approval under MI 61‑101 because it does not exceed 25% of the fair market value of BioVaxys’ market capitalization.
• Stock option grant: 550,000 options granted under the omnibus equity incentive plan.
• Option terms: Exercise price $0.25 per share; vesting schedule – 1/3 on Oct 20 2025 (grant date), 1/3 six months thereafter, and 1/3 twelve months thereafter; exercisable until Oct 20 2030.
• CSE policy compliance: Both the converted shares and granted options are subject to CSE policies.

Notable Quotes

(No direct quotes from executives were included in the release.)