Noveris Provides Supplemental Disclosure Regarding Previously Announced Convertible Debenture Issuances

Executive Summary

• Noveris Health Sciences provides additional disclosure on two convertible debentures issued in October 2025 totaling CAD $9.19 million.
• The debentures carry conversion rights that could issue up to ~49.7 million new common shares, potentially giving Pioneer Garage Limited control of the company and jeopardizing CSE listing requirements.
• The release outlines dilution scenarios, conversion mechanics, and regulatory exemptions relied upon for the transactions.

Key Details

• Bartch Convertible Debenture: CAD $1,309,836 issued to CEO/director Joshua Bartch as settlement of unpaid management fees; 1‑year maturity; convertible after 4 months + 1 day at the greater of (i) 20‑day trailing VWAP or (ii) CSE‑mandated minimum price.
• Pioneer Convertible Debenture: CAD $7,878,792 issued to Pioneer Garage Limited (non‑arm’s length party); composition: CAD $6,815,479.45 principal, CAD $293,312.30 invoices paid on company’s behalf, CAD $110,000 equity consideration, CAD $660,000 cash payable under MindLeap settlement; same maturity and conversion terms as Bartch debenture.
• Potential Dilution (illustrative at $0.185/share):
• Bartch debenture could convert to ~7.08 million shares.
• Pioneer debenture could convert to ~42.59 million shares.
• Combined potential issuance: ~49.67 million shares, raising total outstanding to ~50.90 million shares.
• Ownership Impact (illustrative):
• Bartch would hold ~7.11 million shares (~13.97% of post‑conversion equity).
• Pioneer would hold ~42.59 million shares (~83.66%), potentially becoming a “Control Person” under CSE policies.
• Listing Risk: Full conversion could cause the company to fall below CSE continued‑listing thresholds for public distribution and float, exposing it to possible suspension or delisting.
• Regulatory Basis: Debentures issued under NI 45‑106 section 2.24 prospectus exemptions; classified as related‑party transactions under MI 61‑101 with shareholder approval obtained at the October 1 2025 AGM.

Notable Quotes

“The Company notes that the foregoing is provided for market transparency regarding potential dilution.” – Joshua Bartch, CEO & Director

Materiality Assessment: Material – Neutral (the disclosure materially affects share structure, control dynamics, and listing compliance, though it does not convey a positive or negative performance outcome).