Mr. Chris Dallin reports

ASEP MEDICAL ANNOUNCES OFFERING OF CONVERTIBLE DEBENTURES AND CLOSING OF DEBT SETTLEMENT

ASEP Medical Holdings Inc. intends to undertake a non-brokered private placement offering of unsecured convertible debentures to raise gross proceeds of $200,000.

The principal sum of the debentures will bear interest at the rate of 12 per cent per annum and will mature on the date that is 12 months from the date of issuance. The company anticipates using the proceeds from the offering for general working capital purposes.

Prior to maturity, the principal amount of the debentures may be converted, at the option of the holder, into common shares of the company at a conversion price equal to the market price of the common shares on the closing date. The debentures and conversion shares are collectively referred to herein as the securities.

Completion of the offering will be subject to customary conditions, including receipt of all required regulatory approvals, including approval of the Canadian Securities Exchange. The securities will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws. The company currently expects to complete the offering on or before April 30, 2026.

The debentures will be offered pursuant to one or more prospectus exemptions set out under applicable securities laws and instruments, including National Instrument 45-106 (Prospectus Exemptions).

The company is also pleased to announce that, further to its news release dated March 20, 2026, it has closed an agreement to settle $1,129,149.84 of outstanding debt, effective April 24, 2026, relating to fees payable to certain creditors, directors, officers and advisers of the company. The company issued 4,704,791 common shares to the debtors at a deemed price per share of 24 cents to settle the debt. The issuance of the settlement shares is subject to the approval of the CSE. The settlement shares will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws and the policies of the CSE.

The issuance of the settlement shares to the debtors constitutes a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as some debtors are insiders of the company. The company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the offering, insofar as it involves the insiders, is not more than 25 per cent of the company's market capitalization. Additionally, the company is exempt from the minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(a) as the fair market value of the offering, insofar as it involves the insiders, is not more than 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the closing of the offering because the details of the insider participation were not finalized until closer to closing of the offering and the company wished to close the offering as soon as practicable for sound business reasons.

About ASEP Medical Holdings Inc.

ASEP Medical is a standout biotechnology research and development company based in Victoria, B.C., Canada. The company possesses a valuable portfolio of global patents for innovative diagnostic and therapeutic medical technologies. These technologies were developed over the past decade at the University of British Columbia under the guidance of Dr. Robert E.W. Hancock, one of the world's foremost microbiologists. ASEP holds a controlling interest in two private subsidiary companies: Sepset Biosciences (ASEP's leading product, a sepsis diagnostic technology) and ABT Innovations (specializing in anti-biofilm technology). As the company's patented innovations address unmet medical needs, it presents a unique investment opportunity for both retail and institutional investors.

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