PreveCeutical Announces Results from Annual General and Special Meeting and Increase to Size of Non-Brokered Private Placement

Executive Summary

• The Company approved a plan of arrangement to distribute up to 12 million BioGene shares to shareholders.
• PreveCeutical increased its private placement financing capacity from 25 M to 30 M units, targeting gross proceeds of up to $1.2 million at $0.04 per unit.
• A first tranche of the offering closed on September 5, 2025, raising $646,500 for 16,162,500 units.

Key Details

• Director Elections: Stephen Van Deventer, Makarand Jawadekar, Kathleen Rokita and C. Evan Ballantyne were elected to the Board.
• Auditor Ratification: Davidson & Company LLP re‑appointed as auditors for FY 2024‑25.
• Plan of Arrangement: Distribution of up to 12,000,000 BioGene Therapeutics Inc. common shares to PreveCeutical shareholders under B.C. Business Corporations Act Division 5.
• Omnibus Equity Incentive Plan: Adopted by the Company.
• Financing Expansion:
• Original offering: up to 25 M units @ $0.04/unit → $1.0 M max gross proceeds.
• Revised offering: up to 30 M units @ $0.04/unit → $1.2 M max gross proceeds.
• First Tranche Closed (Sept 5, 2025): Issued 16,162,500 units for $646,500 gross proceeds.
• Unit Composition: Each unit = 1 common share + ½ of a share purchase warrant.
• Warrant Terms: Exercise price $0.06 per share; 24‑month term; acceleration right if CSE price ≥ $0.18 for ten consecutive days, triggering expiry 30 days after notice.
• Hold Period: Securities subject to a hold period expiring four months and one day post‑closing.
• U.S. Offering Restrictions: Units not registered under the U.S. Securities Act; cannot be offered/sold in the United States absent exemption or registration.

Notable Quotes

• “The increased financing capacity strengthens our balance sheet and provides additional capital to advance our innovative health‑science programs,” – Stephen Van Deventer, Chairman & CEO.