Star Metro - Gemina Announces Private Placement Offering

VANCOUVER, BC / ACCESS Newswire / July 13, 2026 / Gemina Laboratories Ltd. (the "Company" or "Gemina") is pleased to announce the launch of a private placement of common shares, offered exclusively to existing shareholders of the Company and subject to certain resale restrictions.

Financing and Restructuring Update

On December 30, 2025, the Company announced its plans to proceed with a non-brokered private placement of secured, non-convertible debentures (the "Debentures") for gross proceeds of a minimum of $1,000,000 and a maximum of $3,000,000. Terms of the offering (the "Debenture Offering") were provided in the December 30, 2025 announcement.

Gemina has raised $3,000,000 pursuant to the Debenture Offering. The Debenture Offering proceeds have provided sufficient working capital to restart operations and restructure existing debt totaling more than $6,200,000.

Working with Gemina's management team, the Company's now reconstituted board has successfully reduced the Company's debts to a manageable level and formulated a comprehensive strategy and business plan centered on Gemina's recombinant material-binding protein and gold nanoparticle technologies. Gemina will pursue a capital-light model to expand its chemistry platform and intellectual property portfolio, while developing long term license agreements across diagnostics, reagents and research tools and therapeutics.

Private Placement Offering to Existing Shareholders

Gemina is pleased to announce a non-brokered private placement of common shares (the "Private Placement") at a price of $0.03 per common share for minimum aggregate gross proceeds of $500,000 up to a maximum of $1,500,000.

Proceeds from the Private Placement will be used to settle Gemina debts, to fund a series of independent comparative performance studies benchmarking key components of Gemina's technologies against industry-leading solutions, and to advance the Company toward completion of key commercial milestones.

It is anticipated that all common shares issued pursuant to the Private Placement will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. The Company anticipates closing the Private Placement by August 7, 2026.

The Private Placement is not being made to persons in the United States or to U.S. persons. Subscription agreements from any person in the United States or any U.S. person will not be accepted unless the Company determines that an exemption from the registration requirements of the U.S. Securities Act is available.

Offer to Settle Debentures for Common Shares

Subject to Gemina raising $1,500,000 pursuant to the Private Placement, the holders of the Debentures (the "Debenture Holders") have agreed to settle with Gemina, all Debentures (totaling $3,000,000), for common shares of Gemina ("Debt Settlement"). Pursuant to the Debt Settlement, the Debenture Holders will release their security interest in the Company's intellectual property.

Gemina's board has approved a settlement price of $0.01 per common share, with the number of shares issued to each Debenture holder determined by the face value of their Debentures.

All common shares issued in connection with the Debt Settlement will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. The Company anticipates completing the Debt Settlement, concurrently with the closing of the Private Placement by August 7, 2026.

John Davies, a member of the founding team of the Company has resigned as a Director. The Company is deeply grateful for his contributions to Gemina over the years and looks forward to maintaining an ongoing working relationship with John.

About Gemina Laboratories Ltd.

Gemina Labs is a biosensor and binding technologies company initially focused on the diagnostics industry. Our patent-pending, proprietary chemistries power next-generation testing platforms for a wide range of pathogens affecting human health and wellness - seeking to enable tests that are fast, affordable, accurate, and easily self-administered. To learn about how our technology works, visit Gemina's YouTube channel. For additional information about the Company, visit geminalabs.com.

Advisory Regarding 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: the ultimate proceeds to be received in connection with the Private Placement; anticipated benefits of the Debt Settlement and Private Placement to the Company; the definitive terms and the anticipated timing of closing of the Debt Settlement and Private Placement, if it is to close at all; the use of proceeds from the Private Placement, benefits derived therefrom, and the timing thereof; and its ability to carry out its comprehensive strategy and business plan centered on Gemina's material binding and gold nanoparticle technologies, and the timing and results thereof.

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: all closing conditions to the Private Placement and Debt Settlement being satisfied and the closings occurring as anticipated; management's expectations relating to the timing and results of its other exploration and development activities; ability of management to execute on key priorities; and the effectiveness of various actions resulting from the Company's strategic priorities.

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 Debt Settlement and Private Placement not being completed on the terms anticipated or at all, including due to a closing condition not being satisfied; additional funding requirements; marketing and development of the Company's key products and services; liquidity and the company's substantial capital requirements; changing investor sentiment; global financial market volatility; adverse economic conditions; regulatory risks; inability of management to execute its business plan; competition from other issuers; expiration of licenses; possible failure to realize anticipated benefits of its reduced debt ; protection of its intellectual property; 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 Information Management Discussion and Analysis, 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.

Media Contact:

James Tansey
[email protected]
604-562-4546

SOURCE: Gemina Laboratories Ltd.

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S.Belanger--SMC