Subject: Promino - News Release for Immediate Dissemination
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File: '\\swfile\EmailIn\20251212 163744 Attachment MUSL - 2025-12-12 - News Release re Conv Debt (security amendment).docx'
Promino Amends Secured Convertible Debenture Offering
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
BURLINGTON, ON - December 12, 2025 - Promino Nutritional Sciences Inc. (CSE: MUSL) (OTC: MUSLF) (FRANKFURT: 93X) ("Promino" or the "Company") announces that further to its press release of December 9, 2025 announcing a secured convertible debenture offering (the "Offering"), that it has determined to amend the security of the debentures. The debentures will be secured by all of the present and after acquired personal property of the Company, via a general security agreement, rather than exclusively by inventory.
All other Offering terms remain unchanged.
The securities being offered under the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
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(TM), is a clinically researched amino acid formula designed to rebuild, restore, and rejuvenate muscle tissue.
The Company also produces Promino(TM) - NSF Certified for Sport(TM), trusted by elite athletes. Promino's ambassadors include Stanley Cup Champion Jack Eichel (Vegas Golden Knights) and MLB legend Jose Bautista.
Learn more at www.drinkpromino.com and www.rejuvenatemuscle.com.
Forward-Looking Statements and Financial Outlook
This news release contains forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipates", "expects" and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the proposed Offering, the expectations of management regarding the use of proceeds of the Offering, closing conditions for the Offering, the expiry of hold periods for securities distributed pursuant to the Offering, and Canadian Securities Exchange approval of the proposed Offering. All statements other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that: the Company may not complete the Offering on terms favorable to the Company or at all; the Exchange may not approve the Offering; the proceeds of the Offering may not be used as stated in this news release; the Company may be unable to satisfy all of the conditions to the Closing; and those additional risks set out in the Company's public documents filed on SEDAR+ at www.sedarplus.ca There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.
For further information about Promino:
Moira Ong, CFO, mong@drinkpromino.com, 1-855-348-1970
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