VANCOUVER, BC — December 30, 2025 — Leads & Copy — Gemina Laboratories Ltd. (CSE:GLAB) has announced plans for a non-brokered private placement of secured, non-convertible debentures to raise a minimum of $1,000,000 and a maximum of $3,000,000. The company also intends to voluntarily delist its common shares from the Canadian Securities Exchange (CSE).
Each debenture will have a principal amount of $1,000, with principal and premium payments, if any, and interest secured by a first priority security interest against the company’s intellectual property. The debentures will mature 12 months from the offering’s closing date and accrue interest at 18% per annum, compounded monthly and payable at maturity.
Gemina may prepay the principal amount at any time before the maturity date at 105% of the principal, plus accrued and unpaid interest.
Holders of a majority of the debentures may appoint at least 50% of the company’s board of directors and approve any new material liabilities.
If the company fails to delist from the CSE within 120 days of closing or if Robert Greene ceases to be an officer or director, the debenture holders can accelerate repayment, subject to the debentures’ terms and conditions.
The company plans to use the offering’s net proceeds to pay down existing debt, including a $240,110 secured shareholder loan, and for general corporate and working capital.
Gemina has not yet entered into definitive agreements for the debentures’ issuance and sale, and there is no guarantee the offering will be completed on the stated terms or at all.
The offering may close in one or more tranches until January 15, 2026, or another date determined by the company.
Closing and debenture issuance depend on the company using the offering’s net proceeds to fully discharge all existing secured debt obligations. The offering is also subject to customary conditions and regulatory approvals.
The debentures will be offered for sale in all Canadian provinces except Quebec and in the United States via private placement exemptions.
If issued, the debentures will be subject to a four-month and one-day statutory hold period under Canadian securities laws, as well as other restrictions under U.S. securities laws.
All subscribers under the offering are expected to act at arm’s length to the company, and no commissions or finder’s fees will be paid.
The delisting is contingent on CSE approval and approval from a majority of disinterested shareholders, which the company plans to obtain at its next annual general and special meeting around February 13, 2026.
Debenture holders will agree to vote any common shares they hold in favor of the delisting resolution.
Gemina believes delisting from the CSE, due to prolonged weak market conditions, would benefit the company by providing greater flexibility and access to capital, while also reducing listing costs.
The delisting will occur at least five trading days after shareholder approval, assuming other CSE delisting conditions are met. After delisting, the company will remain subject to disclosure and other obligations as a reporting issuer under Canadian securities legislation.
The board of directors retains the discretion not to proceed with the delisting, even if approved, if it is no longer in the company’s best interest.
Shareholders should be aware that delisting means a loss of access to a broad pool of buyers, sellers, and market intermediaries. If approved and implemented, there will be no organized regulated market for the securities, affecting pricing, transparency, and liquidity of the common shares.
John Davies, Chairman of Gemina Laboratories Ltd., made the announcement on behalf of the Board of Directors.
For more information, contact investor@geminalabs.com.
Gemina Labs is a bio-tools and binding technologies company focused on diagnostics, with patented chemistries powering next-generation testing platforms for human health and wellness.
Additional information is available at www.geminalabs.com.
Source: Gemina Laboratories Ltd.
