Mr. Ajay Mishra reports

NUGEN ANNOUNCES NON-BINDING LOI TO ACQUIRE SOL-MILLENNIUM CANADA

Nugen Medical Devices Inc. has entered a non-binding letter of intent (LOI) with Sol-Millennium Medical HK Ltd. (SolM HK), the sole shareholder of Sol-Millenium Canada Inc. (SolM), dated Aug. 5, 2026, to acquire all of the issued and outstanding common shares of SolM. Each party is currently conducting its respective due diligence and the contemplated transaction remains subject to, among other things, approval by the board of directors of each party and regulatory approval, however, the parties anticipate signing the definitive agreement following completion of its respective due diligence.

The general terms of the proposed transaction are as follows:

• Nugen will issue to SolM HK common shares in the capital of Nugen such that following the completion of the proposed transaction SolM HK will hold approximately 65 per cent of the post-transaction common shares of Nugen and the current shareholders of Nugen will hold approximately 35 per cent of the post-transaction common shares of Nugen, such calculation not assuming the conversion of any convertible securities of Nugen.
• SolM will provide a bridge loan to Nugen in the aggregate amount of $1.3-million subject to TSX Venture Exchange approval with $500,000 being advanced following the execution of a loan agreement and the remaining $800,000 to be advanced on execution of the definitive agreement. The loan will be fully secured against the assets of the company, bear interest at 6 per cent per annum and mature five years from the date of the initial advance.
• The company will negotiate the conversion, settlement, deferral or other arrangements acceptable to the respective parties of certain debt obligations outstanding to the sole satisfaction of SolM HK.

The company believes the proposed transaction will provide the company with the following benefits:

• Strategic rationale -- strengthens Nugen's financial resilience, diversifies its operating base and provides additional resources to support its continuing business activities;
• Supporting product development and market initiatives -- support current commercial activities by adding operational capacity and diversification as Nugen continues to pursue its development, regulatory and market expansion plans;
• Business diversification and operational stability -- adds an operating business with existing commercial activities to the existing operations of Nugen, which will diversify Nugen's operating activities and reduce reliance on a single product platform;
• Strategic positioning and preservation of business assets -- strengthens Nugen's corporate profile and supports its ability to pursue strategic relationships and commercial opportunities with industry participants as well as protects the current business of Nugen from volatile market conditions.

It is expected that the proposed transaction will be structured as a share purchase from SolM HK, however, the final legal structure for the proposed transaction will be determined after the parties have considered all applicable tax, securities law and accounting efficiencies.

Further details about the proposed transaction will be provided in a press release of the company conditional on and once the definitive agreement is executed.

About Nugen Medical Devices Inc.

Nugen develops needle-free devices for subcutaneous drug delivery. Its flagship InsuJet system is approved in 42 countries and is designed to improve the lives of millions of people with diabetes worldwide.

About Sol-Millenium Canada Inc.

Sol-Millennium Canada is a Canadian medical device distribution company and is a wholly owned subsidiary of Sol-Millennium Medical HK Ltd. The company operates as the Canadian platform for the Sol-Millennium group, supporting the commercialization and distribution of medical devices and health care products throughout Canada.

SMCA is engaged primarily in the distribution of medical devices, including needles, syringes, blood collection products, diabetes care products, safety-engineered devices, personal protective equipment (PPE) and related health care consumables. The company serves health care professionals, hospitals, distributors and other health care providers across Canada.

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