Promino Announces Secured Convertible Debenture Offering for Proceeds of up to $1 Million

Executive Summary

• Promino Nutritional Sciences Inc. announced a non‑brokered private placement of secured convertible debentures for up to $1,500,000 in aggregate principal amount.
• Each debenture carries a 15% annual interest rate, is secured by inventory, and is convertible at $0.05 per share (or the five‑day VWAP floor) with maturity in 3 years.
• The company also granted 500,000 stock options to a consultant at an exercise price of $0.05, expiring on December 3, 2028.

Key Details

• Offering Size: Up to $1,000,000 initially; may be increased by an additional $500,000, for total gross proceeds up to $1.5 million.
• Debenture Terms:
• Principal amount per debenture: $1,000.
• Interest: 15% per annum, payable quarterly (cash or shares at Promino’s election).
• Conversion price: Greater of $0.05 or the five‑day VWAP prior to interest payment date.
• Maturity: 3 years from issuance; principal may be repaid in cash or converted into shares at $0.05 per share at maturity.
• Early repayment: Allowed at Promino’s election, in whole or in part, before maturity.
• Security: Debentures are secured against present and after‑acquired inventory.
• Resale Restriction: Subject to a four‑month and one‑day statutory hold period under Canadian securities law.
• Use of Proceeds: To accelerate growth through inventory investments and for general corporate purposes.
• Closing Date: Expected on or about January 30, 2026, subject to subscription agreements and regulatory approvals (including CSE approval).
• Regulatory Note: Securities are not registered in the United States and may not be offered or sold there absent exemption.

Option Grant

• Quantity: 500,000 options.
• Exercise Price: $0.05 per share.
• Maturity Date: December 3, 2028.
• Holder: A company consultant.
• Resale Restriction: Same four‑month and one‑day statutory hold period applies.

Notable Quotes

“With Promino's recent resumption of trading, we are pleased to see strong and ongoing investor support. This debt financing will play a key role in building the inventory needed to drive our 2026 growth plans.” – Vito Sanzone, Chief Executive Officer

Materiality Assessment: Material – Positive (significant financing that supports planned growth initiatives).