Star Metro - Debenture Offering and Delisting

VANCOUVER, BC / ACCESS Newswire / December 30, 2025 / Gemina Laboratories Ltd. (CSE:GLAB) (the "Company" or "Gemina") announces it plans to proceed with a non-brokered private placement of secured, non-convertible debentures (each, a "Debenture") for gross proceeds of a minimum of $1,000,000 and maximum of $3,000,000 (the "Offering"). Gemina also announces its intention to voluntarily delist (the "Delisting") its common shares (each, a "Common Share") from the Canadian Securities Exchange ("CSE").

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 twelve (12) months from the date of closing of the Offering (the "Maturity Date") and accrue interest at a rate of 18% 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% 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% of the members of the Board of Directors of the Company (the "Board") 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 CSE 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 (each, a "Closing"), up until 15 January, 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 United States Securities Act of 1933, as amended (the "U.S. Securities Act").

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 ("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 February 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 5 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 ongoing 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.

On Behalf of the Board of Directors

John Davies
Chairman
Gemina Laboratories Ltd.

For more information regarding the Company, please contact:

Email: [email protected]

About Gemina Laboratories Ltd.

Gemina Labs is a bio-tools and binding technologies Company initially focused on the diagnostics industry. Our 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.

Additional information on the Company can also be found at www.geminalabs.com.

Forward Looking Statements

This news release contains certain statements which constitute forward-looking statements or information ("forward-looking statements") within the meaning of applicable securities laws in Canada. Any statements about Gemina's expectations, beliefs, plans, goals, targets, predictions, forecasts, objectives, assumptions, information and statements about possible future events, conditions and results of operations or performance are not historical facts and may be forward-looking. Forward-looking information is often, but not always, made through the use of words or phrases such as "anticipates", "aims", "strives", "seeks", "believes", "can", "could", "may", "predicts", "potential", "should", "will", "estimates", "plans", "mileposts", "projects", "continuing", "ongoing", "expects", "intends" and similar words or phrases suggesting future outcomes. Forward-looking information in this news release includes, but is not limited to, statements in respect of: Closing of the Offering, including satisfaction of all conditions to Closing and the timing thereof, if it is to close at all; the definitive terms of the Debentures; anticipated benefits and use of proceeds resulting from the Offering; any potential prepayment of the Debentures in the future; the Delisting, including satisfaction of any conditional imposed in connection thereof and the timing, if it is to occur at all, and Shareholder approval; anticipated benefits resulting from the Delisting; and the Company's Board composition upon completion of, or as a result of the rights granted pursuant to, the Offering.

The forward-looking information that may be in this news release is based on current expectations, estimates, projections and assumptions, having regard to the Company's experience and its perception of historical trend which have been used to develop such statements and information, but which may prove to be incorrect, and includes, but is not limited to, expectations, estimates, projections and assumptions relating to: the timely receipt of CSE approval, third parties, and regulatory bodies approvals in connection with the Delisting and Offering; all closing conditions to the Offering being satisfied and the closing of the Offering occurring as anticipated; market competition; general business and economic conditions; no material changes with respect to the parties and their respective businesses; and the possibility that results from the Company's growth and development plans will not be consistent with the Company's expectations.

Although Gemina believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because Gemina can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Current conditions, economic and otherwise, render assumptions, although reasonable when made, subject to greater uncertainty. Undue reliance should not be placed on forward-looking information as actual results may differ materially from those expressed or implied by forward-looking information.

Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including, without limitation, the following risk factors: the Offering not being completed on the terms anticipated or at all, including due to a Closing condition not being satisfied, such as the inability to obtain receipt of all necessary securityholder, third parties, stock exchanges, and regulatory approvals or consents; the unpredictability of future revenues; the competitive nature of the industry; the uncertainty of the technology and its applications; the need for the Company to manage its planned growth and expansion; the uncertainty as to the Company's ability to adapt to technological change; the Company's failure to achieve specific scientific and technological product objectives; if securities or industry analysts publishing research that is inaccurate or unfavourable about the Company's business; limited protection available for intellectual property and proprietary rights; risks associated with government regulation and taxes; control by principal shareholders; dilution; and the Company's accrued liabilities; additional funding requirements; and reputational risks.

Additional information regarding some of these risks, expectations or assumptions and other risk factors may be found in the Company's Annual Management Discussion and Analysis for year ended January 31, 2025, and other documents available on the Company's profile at www.sedarplus.ca. Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and Gemina undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of US persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this Release.

SOURCE: Gemina Laboratories Ltd.

View the original press release on ACCESS Newswire

O.Gauthier--SMC