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Vancouver, British Columbia, October 6, 2025 — TheNewswire - MYDECINE INNOVATIONS GROUP INC. (the "Company") (CSE: MYCO) (FSE: 0NF0) (OTC: MYCOF) is pleased to announce the results of voting at its annual general and special meeting of shareholders (the "Shareholders") held on October 1, 2025 (the "Meeting").
At the Meeting, Shareholders approved all resolutions set forth in the Company's management information circular dated August 20, 2025 (the "Circular"). Disinterested Shareholders also approved all related party transactions, with the same votes excluded as required under the minority approval provisions of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101").
Debt Settlements with Related Parties
At the Meeting, disinterested Shareholders approved the settlement of certain debts with related parties through the issuance of convertible debentures, as follows:
a) USD Settlement Agreements
The Company entered into debt forgiveness agreements to settle outstanding debts of USD $1,386,391 owed to two insiders of the Company for unpaid management fees. In full and final settlement, the Company issued convertible debentures with an aggregate principal amount of USD $100,000 to the creditors, who forgave the remaining balance. The debentures will mature one year from issuance and will be convertible into common shares of the Company at a price equal to the greater of: (i) the thirty (30) day volume-weighted average trading price of the common shares immediately prior to conversion; or (ii) the minimum price permitted by the Canadian Securities Exchange ("CSE") and applicable securities regulators.
b) Bartch Settlement Agreement
The Company entered into a debt settlement agreement with Josh Bartch, the Company's Chief Executive Officer and a director, to settle CAD $1,309,836 of unpaid management fees. The Company issued a convertible debenture in the principal amount of CAD $1,309,836, maturing one year from issuance, and convertible beginning four (4) months and one (1) day after issuance into common shares at the greater of: (i) the twenty (20) day volume-weighted average trading price immediately prior to conversion; or (ii) the minimum price permitted by the CSE and applicable securities regulators (the "Bartch Debenture Terms").
c) Pioneer Settlement Agreement
The Company entered into a debt settlement agreement with Pioneer Garage Limited to settle CAD $7,878,792 in amounts owing under a prior convertible debenture and expense reimbursements. In full and final settlement, the Company issued a convertible debenture in the principal amount of CAD $7,878,792, having the same terms and conditions as the Bartch Debenture Terms.
No interest shall accrue on the foregoing debentures (collectively, the "Settlement Debentures") prior to an event of default. Upon default, the principal will accrue interest at 8% per annum, compounded quarterly.
The Settlement Debentures are expected to be issued on or about October 14, 2025. All securities issued will be subject to a statutory hold period of four months and one day under applicable securities laws.
Each of the USD Settlement Agreements, Bartch Settlement Agreement and Pioneer Settlement Agreement constitutes a "related party transaction" under MI 61-101. The Company is relying on the exemption from the formal valuation requirement in Section 5.5(g) of MI 61-101 on the basis of serious financial difficulty. Minority shareholder approval was obtained at the Meeting, with the required exclusions under MI 61-101.
The issuance of the Bartch and Pioneer debentures may result in the creation of a "Control Person" under CSE policies upon conversion, if Mr. Bartch or Pioneer Garage Limited were to hold 20% or more of the Company's outstanding voting securities.
Debt Settlement with an arm's length party
The Company also entered into a debt settlement agreement with an arm's length creditor to settle CAD $243,479 of indebtedness relating to legal fees. The debt was fully settled through the issuance of a secured convertible debenture with a principal amount of USD $100,000. The debenture bears interest at 1% per month, calculated monthly in advance, accruing from the date of issuance and payable in cash at maturity on March 20, 2027. Interest on overdue interest will accrue at 12% per annum, and following an event of default will accrue at 24% per annum.
The Company may repay the debenture in whole or in part at any time prior to maturity without penalty, subject to 30 days' prior written notice. The debenture is convertible at the holder's option into common shares at a price equal to the greater of: (i) the thirty (30) day volume-weighted average trading price immediately prior to conversion; or (ii) the minimum price permitted by the CSE and applicable securities regulators.
The issuance of this debenture was approved by the Board effective March 20, 2025, and ratified on September 9, 2025.
The Company will make all required filings with the CSE and applicable securities regulators in connection with the debt settlements. The Board believes that settling outstanding debts through the issuance of convertible debentures is in the best interests of the Company, as it preserves cash for working capital and strengthens the Company's financial position.
The securities referred to in this news release have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption. This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Share Consolidation
At the Meeting, Shareholders also approved a special resolution authorizing the Board of Directors, at its discretion, to effect a consolidation of the Company's issued and outstanding common shares on the basis of up to one (1) post-consolidation share for every 50 pre-consolidation shares (the "Consolidation"). The Consolidation has not yet been implemented and the Board will determine, at a later date, and the timing thereof. The Company will issue a further news release in advance of effecting any Consolidation.
On behalf of the Board of Directors,
MYDECINE INNOVATIONS GROUP INC.
Joshua Bartch
Chief Executive Officer
Email: contact@mydecineinc.com
Phone: +1 (888) 871 - 3936
About MYDECINE INNOVATIONS GROUP INC.
Mydecine Innovations Group™ is a biotechnology company developing the next generation of innovative medications and therapies to address mental health disorders such as nicotine addiction and posttraumatic stress disorder (PTSD). The core strategy blends advanced technology with an elaborate infrastructure for drug discovery and development. Mydecine's dedicated multinational team constantly develops new paths for breakthrough treatment solutions in areas with considerable unmet needs. By collaborating with some of the world's leading specialists, the Company aspires to responsibly speed up the development of breakthrough medications to provide patients with safer and more effective treatment solutions. At the same time, Mydecine's approach focuses on the next generation of psychedelic medicine by creating innovative compounds with unmatched therapeutic potential through its clinical trial efforts with worldclass scientific and regulatory expertise.
Learn more at: https://www.mydecine.com/ and follow the company on Twitter, LinkedIn, YouTube, and Instagram.
Forward-looking Information Statement
This news release may contain certain "forward-looking statements" and "forward-looking information" within the meaning of applicable Canadian and United States securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "schedule" and other similar words or expressions are intended to identify forward-looking statements or information. Forward-looking statements in this release include, but are not limited to, statements regarding the anticipated issuance of the Settlement Debentures, the potential creation of a Control Person, the expected benefits of the Debt Settlements, the proposed share consolidation and the timing thereof, and the Company's plans and objectives.
Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements.
The Company does not undertake any obligation to update or revise forward-looking statements or information to reflect changes in assumptions, changes in circumstances, or any other events affecting such statements or information, except as required by applicable laws, rules and regulations.
NEITHER THE CSE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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