Noveris Provides Supplemental Disclosure Regarding Previously Announced Convertible Debenture Issuances

Core Viewpoint - Noveris Health Sciences Inc. has provided additional disclosure regarding the issuance of convertible debentures approved by shareholders, which are part of debt settlement transactions [1][2]. Convertible Debentures - The Company issued a convertible debenture of CAD $1,309,836 to CEO David Joshua Bartch for unpaid management fees on October 14, 2025 [3]. - The Bartch Convertible Debenture matures one year from issuance and is convertible after four months at a price based on the greater of the 20-day trailing volume-weighted average trading price or the minimum conversion price set by the Canadian Securities Exchange [4]. - A second convertible debenture was issued to Pioneer Garage Limited for a total of CAD $7,878,792, which includes amounts for invoices paid on behalf of the Company and equity consideration [6]. Potential Dilution and Control Implications - The Company currently has 1,235,061 common shares outstanding [7]. - Assuming a conversion price of CAD $0.185, full conversion could lead to approximately 50,903,321 common shares outstanding [8]. - The Bartch Convertible Debenture could result in approximately 7,080,195 common shares being issued, while the Pioneer Convertible Debenture could lead to approximately 42,588,065 common shares being issued, totaling around 49,668,260 shares upon full conversion [9]. Continued Listing Requirements - If the convertible debentures are fully converted, the Company may not meet the CSE's Continued Listing Requirements, which could lead to a review and potential suspension or delisting [11]. Related Party Transactions - The issuance of the convertible debentures constitutes related party transactions under MI 61-101, with exemptions from formal valuation requirements due to financial difficulty [12].