Noveris Health Sciences Provides Additional Disclosure on Convertible Debentures
Vancouver, British Columbia — February 18, 2026 — Leads & Copy — Noveris Health Sciences Inc. is providing additional disclosure about the previously announced issuance of certain convertible debentures, which were approved by shareholders at the Company’s annual general and special meeting on October 1, 2025.
The company (CSE: NVRS) (FSE: 0NF0) (OTC: MYCOF) previously disclosed the convertible debentures in its management information circular dated August 20, 2025, and in a news release dated October 14, 2025, stating they were issued in connection with debt settlement transactions.
On October 14, 2025, Noveris issued a convertible debenture in the principal amount of CAD $1,309,836 to Mr. David Joshua Bartch, the Company’s Chief Executive Officer and a director, for unpaid management fees (the “Bartch Convertible Debenture”).
The Bartch Convertible Debenture matures one year from issuance and is convertible, at the holder’s option, following four months and one day from issuance. The conversion price is equal to the greater of: (i) the 20-day trailing volume-weighted average trading price of the Company’s common shares as of the conversion date, and (ii) the minimum conversion price permitted by the Canadian Securities Exchange (the “CSE”) and/or applicable securities regulatory authorities.
Mr. Bartch currently holds 29,519 common shares and no other convertible securities of the Company.
On October 14, 2025, the Company issued a convertible debenture to Pioneer Garage Limited (“Pioneer”), a non-arm’s length party to the Company, in the aggregate amount of CAD $7,878,792 (the “Pioneer Convertible Debenture”). This amount represents (i) CAD $6,815,479.45 attributable to the convertible debenture balance, (ii) CAD $293,312.30 for invoices paid by Pioneer on the Company’s behalf and (iii) CAD $110,000 of equity consideration (valued for financial reporting purposes) and CAD $660,000 in cash payable pursuant to the MindLeap settlement.
The Pioneer Convertible Debenture has substantially the same maturity and conversion terms as the Bartch Convertible Debenture.
Pioneer currently holds no common shares and no other convertible securities of the Company.
As of the date of this news release, the Company has 1,235,061 common shares issued and outstanding.
Assuming a conversion price of $0.185 per share (the most recent closing price) and for illustrative purposes only, the Bartch Convertible Debenture could result in the issuance of approximately 7,080,195 common shares, and the Pioneer Convertible Debenture could result in the issuance of approximately 42,588,065 common shares. In the aggregate, up to approximately 49,668,260 common shares could be issued upon full conversion of the Bartch Convertible Debenture and the Pioneer Convertible Debenture.
Accordingly, assuming full conversion at $0.185 per share and assuming no other changes to the Company’s issued and outstanding common shares, the Company would have approximately 50,903,321 common shares issued and outstanding.
Under this illustrative scenario, Mr. Bartch would hold approximately 7,109,714 common shares, representing approximately 13.97% of the Company’s outstanding shares, and Pioneer would hold approximately 42,588,065 common shares, representing approximately 83.66% of the Company’s outstanding shares.
The Company notes that the foregoing is provided for market transparency regarding potential dilution. Depending on the actual conversion price and other changes to the Company’s capital structure, conversion of the Pioneer Convertible Debenture would result in Pioneer becoming a “Control Person” under CSE policies.
If the convertible debentures were converted in full, the Company may no longer meet the CSE’s Continued Listing Requirements relating to public distribution and public float. In such circumstances, the Company could be subject to review by the CSE and may be at risk of suspension or delisting if compliance cannot be maintained.
There can be no assurance that the debentures will be converted in full or at all.
The debentures were issued pursuant to the exemptions in section 2.24 of National Instrument 45-106 – Prospectus Exemptions.
The issuance of the Bartch Convertible Debentures and the Pioneer Convertible Debenture constituted “related party transactions” under MI 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation requirements on the basis of serious financial difficulty, and disinterested shareholder approval was obtained at the October 1, 2025 meeting.
Noveris Health Sciences Inc. is a biotechnology company developing the next generation of innovative medications and therapies to address mental health disorders such as nicotine addiction and posttraumatic stress disorder (PTSD). The core strategy blends advanced technology with an elaborate infrastructure for drug discovery and development.
Noveris’s dedicated multinational team constantly develops new paths for breakthrough treatment solutions in areas with considerable unmet needs. By collaborating with some of the world’s leading specialists, the Company aspires to responsibly speed up the development of breakthrough medications to provide patients with safer and more effective treatment solutions. At the same time, Noveris’s approach focuses on the next generation of psychedelic medicine by creating innovative compounds with unmatched therapeutic potential through its clinical trial efforts with worldclass scientific and regulatory expertise.
Source: Noveris Health Sciences Inc.
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