JJK Holdings Ltd. Acquires $7,878,792 Convertible Debenture Of Noveris Health Sciences Inc.; Filing Of Early Warning Reports By JJK Holdings Ltd. And Pioneer Garage Limited

Executive Summary

• JJK Holdings Ltd. acquired a CAD $7,878,792 convertible debenture previously held by Pioneer Garage Limited.
• The debenture matures on October 14 2026 and is convertible at the greater of the 20‑day VWAP or the CSE‑minimum price; illustrative conversion could issue ~42.59 million shares (≈97.2% of outstanding shares).
• No immediate transfer of the debenture to third parties is agreed, but JJK may do so in the future and may acquire additional securities of Noveris.

Key Details

• Acquisition amount: CAD $7,878,792 principal.
• Previous holder: Pioneer Garage Limited (formerly owned by Ray Van Empel).
• Maturity date: October 14 2026.
• Conversion price: Greater of (i) 20‑day trailing VWAP of Noveris common shares on conversion date, or (ii) CSE‑minimum permitted price.
• Illustrative conversion assumptions: Using a $0.185 per share price (most recent CSE closing), the debenture could convert into 42,588,065 common shares, representing ~97.18% of the company’s 1,235,061 issued and outstanding shares.
• Current ownership post‑acquisition: JJK holds the debenture; prior to acquisition Pioneer held it (which would have equated to ~97.18% ownership). Ray Van Empel now holds only 2 common shares (~0%).
• Potential future actions: JJK may transfer all or part of the debenture to third parties and may acquire additional Noveris securities for investment purposes; no agreement currently exists for such transfers.
• Early Warning reporting: The release satisfies NI 62‑103 and NI 62‑104 filing requirements; early warning reports are available on SEDAR+.

Notable Quotes

• “The acquisition of the debenture by JJK represents a significant development in Noveris’ capital structure, and we will continue to keep shareholders informed as the situation evolves.” – Joshua Bartch, Chief Executive Officer.