Mr. Vito Sanzone reports

PROMINO ANNOUNCES SECURED CONVERTIBLE DEBENTURE OFFERING FOR PROCEEDS OF UP TO $1 MILLION

Promino Nutritional Sciences Inc. intends to complete a non-brokered private placement of secured convertible debentures of the company for an aggregate principal amount of up to $1-million. The company may increase the size of the offering by up to an additional $500,000 of convertible debentures for aggregate gross proceeds of up to $1.5-million.

Vito Sanzone, chief executive officer of Promino, commented: "With Promino's recent resumption of trading, we are pleased to see strong and ongoing investor support. This debt financing will play a key role in building the inventory needed to drive our 2026 growth plans."

Each convertible debenture will consist of a $1,000 principal amount and be secured against Promino's present and after-acquired inventory. The convertible debentures will bear interest at a rate of 15 per cent per annum, payable quarterly in, at the election of Promino, cash or common shares of the company at a conversion price of the greater of: (i) five cents; and (ii) the five-day VWAP (volume-weighted average price) of the shares prior to the interest payment date. The principal amount outstanding under the convertible debentures will be, at the election of Promino, payable in cash or convertible into shares at a conversion price of five cents per share on maturity three years from the date of issuance. Promino may also elect to repay the principal amount of the convertible debentures in cash, in whole or in part, at any time prior to the maturity date. The convertible debentures shall be convertible at the option of the holder, in whole or in part, and at any time prior to the maturity date, into shares at a conversion price of five cents per share. The offering is subject to the approval of the Canadian Securities Exchange.

The convertible debentures and the shares issuable upon conversion of the convertible debentures or any interest thereon will be subject to a four-month-and-one-day statutory resale restriction pursuant to applicable Canadian securities laws.

The company intends to use the net proceeds from the offering to: (a) accelerate growth through investments inventory; and (b) for general corporate purposes.

The offering is expected to close on or about Jan. 30, 2026, and is subject to execution of subscription agreements by the placees and to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the CSE.

Promino also announces that it has granted 500,000 options to purchase shares, with an exercise price of five cents and a maturity date of Dec. 3, 2028, to a consultant of the company. The securities issued under this grant are subject to a four-month-and-one-day statutory resale restriction pursuant to applicable Canadian securities laws.

About Promino Nutritional Sciences Inc.

Promino Nutritional Sciences is a Canadian innovation company focused on science-based, clinically proven nutrition for muscle health and recovery. Its core product, Rejuvenate Muscle Health, is a clinically researched amino acid formula designed to rebuild, restore and rejuvenate muscle tissue.

The company also produces Promino -- NSF Certified for Sport, trusted by elite athletes. Promino's ambassadors include Stanley Cup champion Jack Eichel (Vegas Golden Knights) and MLB (Major League Baseball) legend Jose Bautista.

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