Mydecine Innovations Group Announces Results Of Shareholder Meeting And Provides Corporate Update

Executive Summary

• Shareholders approved the issuance of multiple convertible debentures to settle approximately USD $1.39 M and CAD $9.99 M of related‑party debts, preserving cash for working capital.
• A special resolution authorizing a potential 1‑for‑50 share consolidation was also approved.
• The settlement debentures carry no interest unless an event of default occurs (8% per annum thereafter) and are convertible into common shares at market‑based prices.

Key Details

• USD Settlement Agreements – Convertible debenture issued for USD $100,000 to forgive USD $1,386,391 in unpaid management fees owed to two insiders; matures 1 year from issuance; conversion price = greater of the 30‑day VWAP or CSE minimum price.
• Bartch Settlement Agreement – Convertible debenture issued for CAD $1,309,836 to settle CEO Joshua Bartch’s unpaid management fees; convertible after 4 months + 1 day; same conversion pricing terms as above.
• Pioneer Settlement Agreement – Convertible debenture issued for CAD $7,878,792 to settle amounts owed to Pioneer Garage Limited; identical terms to the Bartch debenture.
• Arm‑Length Debt Settlement – Secured convertible debenture of USD $100,000 issued to settle CAD $243,479 legal‑fee debt; bears 1% monthly interest (payable in cash at maturity on 20 Mar 2027); default interest 24% per annum; conversion price same market‑based formula.
• Interest & Default Provisions – No interest accrues on the related‑party settlement debentures unless a default occurs, at which point interest accrues at 8% per annum, compounded quarterly.
• Statutory Hold Period – All issued securities subject to a four‑month + 1‑day hold period under applicable securities laws.
• Potential Control Person – Conversion of the Bartch or Pioneer debentures could create a “Control Person” if the holder obtains ≥20% of voting shares.
• Share Consolidation Authorization – Shareholders approved a special resolution permitting the Board to consolidate up to 1 post‑consolidation share for every 50 pre‑consolidation shares; implementation pending, with a further news release to be issued prior to effecting any consolidation.
• Filing & Compliance – Company will file required documents with the CSE and other regulators; securities not registered under U.S. law and may not be offered in the United States absent exemption.

Notable Quotes

“Settling outstanding debts through the issuance of convertible debentures is in the best interests of the Company, as it preserves cash for working capital and strengthens the Company’s financial position.” – Joshua Bartch, CEO, Mydecine Innovations Group Inc.