Debenture Offering and Delisting

Executive Summary

• Gemina Laboratories Ltd. plans a non‑brokered private placement of secured, non‑convertible debentures to raise between $1 M and $3 M.
• Proceeds will be used to repay a $240,110 secured shareholder loan and for general corporate/working‑capital purposes.
• The company also intends to voluntarily delist its common shares from the Canadian Securities Exchange (CSE), pending shareholder approval at the upcoming AGM/Special Meeting (≈ Feb 13 2026).

Key Details

• Offering Size: Minimum gross proceeds $1,000,000; maximum $3,000,000.
• Debenture Terms:
• Principal amount per debenture: $1,000.
• Secured by a first‑priority security interest in the company’s intellectual property.
• Maturity: 12 months after closing.
• Interest: 18% per annum, compounded monthly, payable at maturity.
• Pre‑payment option: Company may prepay at 105% of principal plus accrued interest.
• Board Control: Holders of a majority of the debentures will have the right to appoint ≥ 50% of the Board and approve any new material liabilities.
• Acceleration Clause: If the company fails to use commercially reasonable efforts to delist within 120 days after closing, or if officer Robert Greene ceases his role, debenture holders may accelerate repayment.
• Use of Proceeds:
• Repayment of secured shareholder loan – $240,110 principal.
• General corporate and working‑capital purposes.
• Closing Timeline: Offer may be closed in one or more tranches up to 15 January 2026 (or earlier at the company’s discretion).
• Regulatory Conditions: Closing subject to receipt of all required securities regulator approvals and full repayment of existing secured debt obligations.
• Offering Restrictions:
• Offered to subscribers in all Canadian provinces except Quebec, and to U.S. investors under Section 4(a)(2) exemption.
• Subject to a four‑month‑plus statutory hold period under Canadian law and applicable U.S. securities restrictions.
• Delisting Process:
• Requires CSE approval and majority vote of disinterested shareholders at the next AGM/Special Meeting (≈ Feb 13 2026).
• Debenture holders will agree to vote any common shares they hold in favour of the delisting resolution.
• Delisting will occur no earlier than five trading days after shareholder approval, assuming all other CSE conditions are met.
• Rationale for Delisting: Weak market conditions; expected cost savings and greater flexibility/access to capital.
• Post‑Delisting Status: Company will remain a reporting issuer under Canadian securities legislation but will lose the liquidity and price transparency of an exchange‑listed security.

Notable Quotes

(No direct quotes were provided in the release.)