NuGen Medical Devices Inc announced a non brokered private placement to issue 12% secured convertible debentures for the gross proceeds of CAD 10,000,000 on July 10, 2024. The Convertible Debentures shall mature on the date that is five years years from the closing of the Offering and shall bear interest at a rate of 12% per annum payable on the Maturity Date in arrears. At any time prior to the close of business on the last business day immediately preceding the Maturity Date, the holder shall have the right, at the holder?s option, to convert all or a portion of the outstanding principal amount of the Convertible Debentures into units of the Company at a price of CAD 0.075 per Unit.

Each Unit shall be comprised of one common share in the capital of the Company and one Common Share purchase warrant exercisable at a price of CAD 0.12 per Common Share for a period of five years from the closing of the Offering. The issuance of the Convertible Debentures pursuant to the Offering will be completed on a private placement and prospectus exempt basis. Closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including the approval of TSX Venture Exchange.

All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. It is anticipated that Sol-Millennium Medical Group or its affiliates (?Sol-M?) will purchase that number of Convertible Debentures that, if and when converted into Units, would result in Sol-M holding greater than 20% of the then issued and outstanding Common Shares thereby making Sol-M a new Control Person (as defined in the policies of the TSXV) of the Company under applicable securities laws. Pursuant to the policies of the TSXV, the creation of a new Control Person of the Company requires shareholder approval.

Consequently, the Company intends to obtain shareholder approval at its upcoming annual and special meeting of its shareholders to be held on August 20, 2024.