Mr. Craig Milne reports
INNOVOTECH ANNOUNCES CLOSING OF $200,000 CONVERTIBLE DEBENTURE
Further to Innovotech Inc.'s press release of Oct. 15, 2025, it has closed on
the convertible debenture for an aggregate principal amount of $200,000. The debenture is unsecured with an interest rate of 8 per cent to be paid
quarterly in cash only. The debenture and all accrued and unpaid interest shall mature on
Oct. 15, 2030, being 60 months from the date of issuance of the debenture. The principal amount of the debenture may, at the option of the debenture
holder, be converted, in whole or in part, at any time before the maturity date into common
shares of Innovotech at a price of 25 cents per common share.
The proceeds of the offering will be applied to expand Innovotech's analytical services and
capabilities through Keystone Labs Inc., a wholly owned subsidiary of Innovotech, including
the purchase of state-of-the-art laboratory equipment to enable hazardous drug testing and
further analytical and identification capabilities. This investment substantially enhances
Innovotech's technical capacity and strategically positions Innovotech to serve increasingly
complex and regulated markets in health product commercialization, pharmaceuticals and
natural health product validation.
As a result of a control person participating in the offering, it constitutes a related party
transaction pursuant to the policies of the TSX Venture Exchange and Multilateral
Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The offering is exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101. In particular, Innovotech determined that the exemptions set
out in Paragraph (a) and (b) in Section 5.5 of MI 61-101 are applicable since the aggregate
consideration to be paid by the related party does not exceed 25 per cent of the market
capitalization of Innovotech and Innovotech is not listed on the Toronto Stock Exchange, but
only on the TSX Venture Exchange. In addition, regarding the minority shareholder approval
exemptions, the independent directors have determined that the exemptions set out in
paragraphs (1)(a) and (b) in Section 5.7 of MI 61-101 are applicable in that the aggregate
consideration to be paid by the related party does not exceed 25 per cent of the market
capitalization of Innovotech, the distribution of the securities to the related party has a fair
market value of not more than $2.5-million and Innovotech is not listed on the Toronto Stock
Exchange, but only on the TSX Venture Exchange.
No finders' fees were paid with respect to the offering.
About Innovotech Inc.
Innovotech is a diversified Canadian technology company with business operations in a
growing portfolio of specialized laboratory services, biotechnology businesses and
proprietary intellectual property. Innovotech manages several subsidiary companies.
Innovotech Labs Corp. is a contract research organization that owns and provides
proprietary devices for antimicrobial testing in multiple applications and commercializes
antimicrobial silver solutions.
We seek Safe Harbor.
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