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Vancouver, British Columbia, October 14, 2025 — TheNewswire - MYDECINE INNOVATIONS GROUP INC. (the "Company") (CSE: MYCO) (FSE: 0NF0) (OTC: MYCOF) is pleased to announce that it has closed the previously announced debt settlement agreements (the "Settlements Agreements") to settle outstanding debts totaling USD$1,386,391 and CAD$9,432,107 owed to certain arm's length creditors and a non-arm length creditor (the "Creditors") of the Company for unpaid invoices, management fees, and unpaid convertible debenture.
Pursuant to the Settlement Agreements, the Company has issued five convertible debentures (the "Debentures") to the Creditors (the "Debt Settlements") with details set out below.
The board of directors of the Company has determined that it is in the best interests of the Company to settle the outstanding debts by the issuance of the Debentures in order to preserve the Company's cash for working capital and to improve the Company's financial situation.
At the Meeting, disinterested Shareholders approved Debt Settlements, 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").
(a) USD Settlement Agreements
The Company entered into debt forgiveness agreements to settle outstanding debts of USD $1,386,391 owed to two former 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.
All securities issued are 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.
Additional Settlement
The Company also closed 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 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
The Company also announces that it will be proceeding with the previously announced share consolidation on October 6, 2025 of its issued and outstanding share capital (the "Common Shares") on the basis of every fifty (50) old Common Shares into one (1) new Common Share (the "Share Consolidation"), effective October 21, 2025 (the "Record Date"). The Company received approval from its shareholders for the Share Consolidation at its Shareholder Meeting that took place on October 1, 2025.
As of result of the Share Consolidation, the issued and outstanding Common Shares will be reduced from 61,755,385 to approximately 1,235,107. No fractional shares will be issued as a result of the Share Consolidation. All fractions of Common Shares will be rounded down to the next lowest whole number. No cash consideration will be paid in respect of fractional shares. The exercise or conversion price and the number of Common Shares issuable under any of the Company's outstanding convertible securities will be proportionately adjusted upon the Share Consolidation.
New ISIN: CA62849F4087
New CUSIP: 62849F408
Shareholders of record as at the Record Date will receive a letter of transmittal providing instructions for the exchange of their Common Shares as soon as practicable following the Record Date.
The Company believes that the Share Consolidation will make the Company more attractive to financing opportunities, and will allow for the restructuring and settlement of certain existing liabilities. Completion of the Share Consolidation remains subject to completion of appropriate regulatory filings with the CSE.
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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