Gemina Laboratories Ltd announced a non brokered private placement to issue 10% unsecured convertible notes for the gross proceeds of CAD 1,000,000 on February 22, 2024. The Notes will be unsecured and have a maturity date of 12 months from the date of issuance, unless earlier converted in accordance with the terms of the Note. At the option may be converted into common shares at a price per Common Share equal to of the Note holder, any principal amount of CAD 0.50 or in the event the Company completes an equity financing prior to the Maturity Date the Late Conversion Price.

The Note holder may elect to convert the outstanding Principal into Common Shares at any time prior to the Maturity Date. Interest on the Notes will accrue at a rate of 10% per annum, payable in cash on the Maturity Date or in the case of conversion of the entire Principal, at the time of conversion. The Note holder may elect to have the Interest repaid in cash or converted into Common Shares at the applicable Conversion Price, in accordance with the terms of the Note and by providing the Company with written notice of such election.

All securities issued in connection with the Private Placement will be subject to a four-month hold period from the date of issue under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.