Gemina arranges minimum $1-million debenture offering

Mr. John Davies reports DEBENTURE OFFERING AND DELISTING Gemina Laboratories Ltd. plans to proceed with a non-brokered private placement of secured, non-convertible debentures for gross proceeds of a minimum of $1-million and maximum of $3-million. Gemina also announces its intention to voluntarily delist its common shares from the Canadian Securities Exchange. Debenture offering Each debenture will consist of a $1,000 principal amount, and the payment of the principal and premium, if any, of and interest on the debentures will be secured by a first-priority security interest against the company's intellectual property. The debentures will mature on the date that is 12 months from the date of closing of the offering and accrue interest at a rate of 18 per cent per annum, which will be compounded monthly, and payable at the maturity date. The company may prepay the principal amount of the debentures at any time prior to the maturity date at a price equal to 105 per cent of the principal amount of the debentures, plus accrued and unpaid interest thereon. Pursuant to the terms of the debentures, the company is proposing to grant to the holders of a majority of the debentures a right to appoint not less than 50 per cent of the members of the board of directors of the company and a right to approve the incurrence of any new material liabilities of the company. Along with the usual and customary events of default, in the event the company fails to use commercially reasonable efforts to cause the company to be delisted from the Canadian Securities Exchange within 120 days following closing (discussed below) or Robert Greene ceasing to be an officer or director of the company, then, subject to terms and conditions of the debentures, the holders thereof will be entitled to accelerate repayment. The company intends to use the net proceeds from the offering to pay down existing specific indebtedness of the company, including repayment of a secured shareholder loan in the principal amount of $240,110, and for general corporate and working capital purposes. The company has not yet entered into definitive agreements in connection with the issuance and sale of the debentures, and there is no certainty that the company will complete the offering on the terms set out herein or at all. The company may close the offering in one or more tranches, up until Jan. 15, 2026, or on such other date as determined by the company. Closing and the issuance of the debentures will be subject to and conditional upon the company using the net proceeds of the offering to fully discharge and release all of its existing secured debt obligations. The offering is also subject to other customary conditions, including, but not limited to, the receipt of all necessary approvals of applicable securities regulatory authorities. The debentures will be offered for sale to subscribers in: (i) all of the provinces of Canada, except Quebec; and (ii) the United States on a private placement basis pursuant to available exemptions from the registration requirements under Section 4(a)(2) of the U.S. Securities Act of 1933, as amended. The debentures, if issued, will be subject to a four-month-and-one-day statutory hold period under applicable Canadian securities laws, in addition to such other restrictions as may apply under the U.S. Securities Act and other applicable securities laws of jurisdictions outside of Canada. It is expected that all subscribers under the offering will all be acting at arm's length to the company. No broker, agent or other intermediary shall be paid any commission, finder's fee or other remuneration by the company or a subscriber in connection with this offering. Delisting The delisting will be subject to, among other things, CSE approval and approval of a majority of disinterested shareholders of the company. The company plans on obtaining the disinterested shareholder approval at its next annual general and special meeting, anticipated to be held on or around Feb. 13, 2026. Pursuant to the proposed terms of the debentures, the holders thereof will agree to vote any common shares that they may hold in favour of a resolution to approve the delisting. 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. The delisting will occur no earlier than five trading days from the date the company obtains the necessary shareholder approval, assuming the company has satisfied any other delisting conditions of the CSE. Following the delisting, the company will continue to be subject to continuing disclosure and other obligations as a reporting issuer under applicable securities legislation in Canada. Notwithstanding the CSE and shareholders approving the delisting (such approval outlined above), the board will retain the discretion not to proceed with the delisting if it determines that the delisting is no longer in the best interest of the company. Notwithstanding the reasons for the delisting, shareholders should be aware that delisting also means that shareholders will lose access to a broad pool of buyers, sellers and market intermediaries available on a stock exchange. Should the delisting be approved by the CSE and shareholders, and the company proceeds with the delisting, shareholders should be aware that there will be no organized regulated market through which these securities may be sold, which will affect the pricing of the common shares in the secondary markets; the transparency and availability of trading prices; and the liquidity of the common shares. About Gemina Laboratories Ltd. Gemina Laboratories is a biotool and binding technology company initially focused on the diagnostics industry. Its technologies include transformative, patented, proprietary chemistries that power next-generation testing platforms for a wide range of analytes that affect human health and wellness, driving testing platforms that are fast, affordable and accurate, and easily self-administered. We seek Safe Harbor.