Star Metro - Lobe Sciences Improves Balance Sheet

The Company is pleased to announce the proposed settlement of USD 137,130 (CAD 191,884.32) in related party liabilities through the issuance of 3,837,686 common shares (the "Settlement Shares") at a price of C$0.05 per share (the "Debt Settlement"). This transaction reflects a proactive approach to strengthening Lobe's balance sheet and preserving cash for strategic growth initiatives. The accounts payable being settled represent amounts owed to Clearway Global, LLC (the "Creditor").

The Settlement Shares will be subject to a statutory hold period of four months from the date of issuance under applicable Canadian securities laws and the policies of the Canadian Securities Exchange, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. Closing of the Debt Settlement remains subject to approval by the Canadian Securities Exchange.

The Creditor is a "related party" to the Company and the Debt Settlement constitutes a "related party transaction", as such terms are defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), by virtue of the Creditor: (i) holding greater than 20% of the issued and outstanding common shares of the Company; and (ii) being beneficially owned and controlled by a director and officer of the Company. The directors of the Company have determined that the Debt Settlement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101.

"By converting liabilities into equity, Lobe strengthens its balance sheet and aligns stakeholders with our long-term growth strategy," said Dr. Fred D. Sancilio, Chief Executive Officer and Chairman of Lobe Sciences. He continued, "This structure enhances operational flexibility, reflects our commitment to disciplined capital management, and may improve stock liquidity, particularly given the concentration of shares held by insiders and strategic partners."

Management remains focused on delivering long-term growth and will continue to evaluate financing strategies that balance shareholder interests with operational needs.

The securities issued have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such sale would be unlawful.

About Lobe Sciences Ltd.

Lobe Sciences Ltd. (CSE:LOBE)(OTCQB:LOBEF)(FWB:LOBE.F) is a publicly traded pharmaceutical innovation platform focused on developing treatments for neurological, hematological, and rare diseases. The Company operates through a repeatable model that combines shared services, equity-driven teams, and outsourced infrastructure to accelerate development across multiple therapeutic programs. Lobe generates intellectual property and packages it into focused subsidiaries, at present, the company operates through two subsidiaries:

• Cynaptec Pharmaceuticals, Inc. (a private Delaware company currently owned 64% by Lobe Sciences Ltd) is advancing Conjugated Psilocin (CP), a patented new chemical entity targeting Chronic Cluster Headache, for which it plans to seek an orphan indication. Substance use disorder (SUD) and possibly additional CNS disorders, and other indications are under strategic review.

• Altemia, Inc. is addressing sickle cell disease with two complementary assets: a medical food currently in early-stage distribution, and S-100, a patent-pending therapeutic candidate designed to treat the underlying pathology of the disease.

For further information, please contact:

Dr. Fred D. Sancilio, CEO
Lobe Sciences Ltd.
Investor and Media
[email protected]
Phone: +1 (949) 505-5623
Email: [email protected]
Website: www.lobesciences.com

Neither the "CSE" 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.

Cautionary Statement Regarding "Forward-Looking" Information

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including, without limitation: the expectation that the Company will receive all necessary approvals to complete the Debt Settlement; and the expectation that the Company will complete the Debt Settlement on the terms disclosed are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should" or "would" or occur.

Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including, among other things, that: the Company will receive all necessary approvals to complete the Debt Settlement; and that the Company will complete the Debt Settlement on the terms and timing anticipated. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important risks that may cause actual results to vary, include, without limitation, the risk that: the Company will not receive the necessary approvals to complete the Debt Settlement; and that the Company will not complete the Debt Settlement on the terms disclosed, or at all.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.

SOURCE: Lobe Sciences Ltd.

View the original press release on ACCESS Newswire

F.T. Michaud--SMC