Mr. Richard Buzbuzian reports

NUGEN ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF $10 MILLION SECURED CONVERTIBLE DEBENTURES

Nugen Medical Devices Inc. investors Sol-Millennium Medical HK Ltd. and Nature Health Development (Hong Kong) Co. Ltd. have completed their strategic investment in Nugen through the acquisition of an aggregate $10-million principal amount secured convertible debentures in the company's non-brokered private placement of convertible debentures.

The company intends to use the proceeds from the offering for working capital purposes, expansion of production and fulfilment of increasing sale purchase orders globally.

The convertible debentures mature on the date that is five years from the closing of the offering and bear interest at a rate of 12 per cent per annum payable on the maturity date in arrears. The convertible debentures are secured by a first ranking security interest in all of the present and after-acquired property and assets of the company pursuant to a general security agreement entered into among the company, Sol-M and Nature Health which includes standard default conditions customary for a transaction of this nature.

At any time prior to the close of business on the last business day immediately preceding the maturity date, the holders have the right, at the holder's option, to convert all or a portion of the outstanding principal amount of the convertible debentures into units of the company at a price of 10 cents per unit. Each unit shall be composed of one common share in the capital of the company and one common share purchase warrant exercisable at a price of 10 cents per common share for a period of five years from the closing of the offering.

Closing of the offering is subject to receipt of the final approval of TSX Venture Exchange. All securities issued in connection with the offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.

Sol-M and Nature Health have purchased such number of convertible debentures in the offering that, if and when converted into units, and assuming the exercise of the underlying Warrants, would result in Sol-M and/or Nature Health each holding greater than 20 per cent of the then issued and outstanding common shares thereby potentially making Sol-M and/or Nature Health new control persons (as defined in the policies of the TSX-V) of the company under applicable securities laws. Pursuant to the policies of the TSX-V, the creation of a new control person of the company requires shareholder approval. Consequently, the company intends to obtain shareholder approval at a special shareholder meeting to be held on Nov. 14, 2024.

Appointment of directors and executive chairman

In connection with the closing of the offering, the company is pleased to announce the appointments of: (i) Liang Lin and Kwun Loy Liu, nominees of Sol-M and Nature Health, respectively, as directors; and (ii) Liang Lin as executive chairman. The appointments remain subject to clearance of the personal information forms from the TSX-V for each of Mr. Lin and Mr. Liu.

Mr. Lin is the founder and chief executive officer of Sol-Millennium Medical Group, dedicated to transforming the medical device sector. He launched the Sol-Millennium Medical project in Shanghai, driven by a commitment to a healthier future. His focus on innovation and patient safety has led to the development of advanced medical devices. Under his leadership, the company expanded into North America and Brazil through acquisitions of Inviro Medical Inc. and Medica Brazil, and established an EMEA office in Poland to address health care needs in Europe and the Middle East. Mr. Liang's expertise and dedication have positioned Sol-Millennium as a leader in the industry.

Mr. Liu has over 18 years of work experience in health care, investment and strategic consulting across Asia, Europe and North America. He is currently the investment vice-president at Winner Medical and leading the strategic investment effort of the group. Prior to joining Winner Medical, Mr. Liu worked at McKinsey, Morgan Stanley, Bain Capital and Shenzhen Neptunus Group. Mr. Liu is a member of the board of directors of Sol Millennium and holds degrees in business administration and software engineering from the University of Hong Kong.

Richard Buzbuzian, president and director of Nugen, commented: "It's a privilege to welcome Liang Lin as our new executive chairman and Kwun Loy to the company's board of directors as InsuJet's global expansion takes hold. With today's announcement, the roll of InsuJet is supported with appropriate growth capital for global distribution along with the necessary infrastructure and expertise to scale worldwide." Mr. Buzbuzian added, "On behalf of the board of directors, I would also like to thank friend and business associates Tony Di Benedetto and Chris Irwin for their tireless contributions over the past 18 months in what has been a most rewarding journey helping people become needle free in their method of delivery of their daily care."

"As medtech experts, our diligence showed InsuJet as the best needle-free technology in the world and we look to make disruptive changes with it to this large global market," commented Mr. Lin. "Today's announcement accelerates our mission for the world to become needle-free. We want to replace the needle with InsuJet!"

The company will be seeking shareholder approval at the special meeting on Nov. 14, 2024, to appoint an additional 3rd nominee of Sol-M and Nature Health as a director of the company.

The company would also like to announce the resignation of Ian Heynen as chief executive officer of the company. The board wishes to thank Mr. Heynen for his services and wishes him all the best in his future endeavours. Karen Dunlap, the current chief customer officer of the company, will assume the role of interim chief executive officer.

The company wishes to express its sincere gratitude to Mr. Di Benedetto, who is stepping down as a director and executive chairman, and Mr. Irwin, who is stepping down as a director effective immediately. Their efforts and contributions have been instrumental in helping the company advance its objectives and achieve significant progress. Mr. Di Benedetto will remain with the company in an advisory capacity.

About Nugen Medical Devices Inc.

Nugen is a leading developer of needle-free devices to administer therapeutics subcutaneously. The company is marketing and selling its next-generation InsuJet needle-free injection system designed to improve the lives of millions of diabetics. InsuJet is approved for sale in 42 countries around the world.

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