Gemina arranges minimum $1-million debenture offering

Executive Summary

• Gemina Laboratories Ltd. announced a non-brokered private placement of secured, non-convertible debentures with gross proceeds ranging from $1 million to $3 million.
• The company simultaneously announced its intention to voluntarily delist its common shares from the Canadian Securities Exchange (CSE) due to prolonged weak market conditions, aiming to save costs and preserve capital.
• The debenture offering includes significant governance rights for holders, including the right to appoint up to 50% of the board of directors, and the proceeds are intended to pay down existing secured indebtedness, specifically a $240,110 shareholder loan.

Key Details

• Financing Structure: Non-brokered private placement of secured, non-convertible debentures.
• Gross Proceeds: Minimum $1,000,000; Maximum $3,000,000.
• Debenture Terms:
  • Principal amount: $1,000 per debenture.
  • Interest Rate: 18% per annum, compounded monthly.
  • Maturity: 12 months from the date of closing.
  • Interest Payment: Payable at maturity.
  • Prepayment: Company may prepay at any time prior to maturity at 105% of principal plus accrued/unpaid interest.
  • Security: First-priority security interest against the company's intellectual property.
• Governance Rights: Holders of a majority of debentures have the right to appoint not less than 50% of the board of directors and approve new material liabilities.
• Use of Proceeds: Pay down existing specific indebtedness, including repayment of a secured shareholder loan of $240,110, and for general corporate/working capital purposes.
• Closing Conditions: Net proceeds must fully discharge and release all existing secured debt obligations. Subject to regulatory approvals.
• Offering Timeline: May close in one or more tranches until Jan. 15, 2026.
• Delisting Details:
  • Target Exchange: Canadian Securities Exchange (CSE).
  • Reason: Prolonged weak market conditions, desire for flexibility, cost savings, and capital preservation.
  • Shareholder Approval: Planned for the next annual general and special meeting, anticipated on or around Feb. 13, 2026.
  • Debenture Holder Voting: Debenture holders agree to vote in favor of the delisting resolution.
  • Effective Date: No earlier than five trading days after shareholder approval and CSE conditions are met.
  • Post-Delisting Status: Company remains a reporting issuer in Canada but loses access to organized regulated market liquidity.
• Default Events: Acceleration of repayment triggered if the company fails to use commercially reasonable efforts to delist within 120 days of closing, or if Robert Greene ceases to be an officer or director.
• Investor Restrictions: Four-month-and-one-day statutory hold period under Canadian securities laws.
• Intermediaries: No brokers, agents, or intermediaries paid commissions or finder's fees.

Notable Quotes

• "Following review, the company has determined that requesting the delisting from the CSE due to prolonged weak market conditions would be in the best interest of the company. The company believes delisting will provide greater flexibility and access to capital in the current economic climate and allow the company to save costs associated with the listing and, as a result, preserve capital."