Promino arranges $1-million debenture financing

Executive Summary

• Promino Nutritional Sciences Inc. announced a non-brokered private placement of secured convertible debentures with aggregate gross proceeds of up to $1.5 million.
• The financing is intended to accelerate growth through inventory investments and fund general corporate purposes, supporting the company's 2026 growth plans.
• The company also granted 500,000 stock options to a consultant as part of the broader transaction announcements.

Key Details

• Offering Size: Aggregate principal amount of up to $1 million, with an option to increase by an additional $500,000, for total gross proceeds of up to $1.5 million.
• Instrument Type: Non-brokered private placement of secured convertible debentures.
• Security: Debentures are secured against Promino's present and after-acquired inventory.
• Interest Rate: 15% per annum, payable quarterly in cash or common shares at the company's election.
• Conversion Price: The greater of (i) five cents ($0.05) or (ii) the five-day volume-weighted average price (VWAP) of shares prior to the interest payment date.
• Maturity: Three years from the date of issuance.
• Principal Repayment/Conversion: At maturity, the principal amount is payable in cash or convertible into shares at a fixed price of five cents ($0.05) per share, at the company's election. The company may also elect to repay the principal in cash, in whole or in part, at any time prior to maturity.
• Holder Conversion Rights: Holders may convert the debentures, in whole or in part, at any time prior to maturity at a conversion price of five cents ($0.05) per share.
• Use of Proceeds: (a) Accelerate growth through investments in inventory; (b) General corporate purposes.
• Resale Restriction: Four-month-and-one-day statutory resale restriction applies to the debentures and underlying shares.
• Closing Date: Expected on or about January 30, 2026.
• Regulatory Approval: Subject to approval by the Canadian Securities Exchange (CSE) and execution of subscription agreements.
• Additional Grant: 500,000 options granted to a company consultant with an exercise price of five cents ($0.05) and a maturity date of December 3, 2028. These securities are also subject to a four-month-and-one-day statutory resale restriction.

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