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ASEP Medical Holdings Inc
Symbol ASEP
Shares Issued 74,180,828
Close 2025-03-31 C$ 0.06
Market Cap C$ 4,450,850
Recent Sedar Documents

ASEP to issue 26.87M shares for debt of $1.34M

2025-04-01 03:12 ET - News Release

Subject: Asep Medical Holdings Inc. / For immediate release PDF Document

File: Attachment ASEP News Release_Debt Settlement II_040125_FINAL.pdf

Asep Medical Holdings Inc.

Asep Medical Announces $1,343,699 Debt Settlement

VANCOUVER, BC, April 1, 2025 (StockWatch) -- Asep Medical Holdings Inc. ("Asep" or the "Company") (CSE: ASEP) (OTCQB: SEPSF) (FSE: JJ8) intends to settle debt (the "Debt Settlement"), on April 8, 2025, in the aggregate amount of $1,343,699 owed by the Company to certain creditors of the Company in exchange for 26,873,980 common shares (each, a "Settlement Share") at a price of $0.05 per Settlement Share. The debt to be settled relates to fees payable to certain creditors, directors, officers and advisors of the Company.

The proposed Debt Settlement is a "related party transaction" within the meaning of Multilateral Instrument 61- 101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Debt Settlement is exempt from the valuation requirement of MI 61-101 by virtue of the exemptions contained in section 5.5(b) of MI 61-101 as the common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the Debt Settlement will not exceed 25% of the Company's market capitalization. As the material change report disclosing the Debt Settlement is being filed less than 21 days before the transaction, there is a requirement under MI 61-101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the Company, it is necessary to immediately close the Debt Settlement and therefore, such shorter period is reasonable and necessary in the circumstances to improve the Company's financial position.

ABOUT ASEP MEDICAL HOLDINGS INC. Asep Medical Holdings Inc. (www.asepmedical.com) is dedicated to addressing the global issue of antibiotic failure by developing novel solutions for significant unmet medical needs in human medicine. The Company is a consolidation of three existing private companies, all with technology in advanced development -- Sepset Biosciences Inc. (proprietary diagnostic tools to enable the early and timely identification of sepsis), ABT Innovations Inc. (broad-spectrum therapeutic agents to address multi-drug-resistant biofilm infections), and SafeCoat Medical Inc. (an antibacterial peptide medical device coating technology).

Sepset Biosciences Inc. (www.sepset.ca) is in the final stages of preparation for clinical studies and commercialization of an in vitro diagnostic test that involves a patient gene expression signature that helps assess the development of severe sepsis, one of the significant diseases leading to antibiotic failure since antibiotics are the primary initial treatment for sepsis. Sepsis was responsible for nearly 20% of all deaths on the planet in 2017 and essentially all deaths due to COVID-19 and other pandemics. The SepsetER test is a blood-based gene

1 Asep Medical Holdings Inc.

expression assay that is straightforward to implement, and results are obtained about an hour after taking a blood sample in the emergency room or intensive care unit. This proprietary diagnostic technology differs from current diagnostic tests, enabling the risk assessment for progression to severe sepsis within ~60 minutes of initiating the test. Bacterial culture, the gold standard, provides results after ~15 hours but can be as long as three. Asep believes its test will enable critical early decisions to be made by physicians regarding appropriate therapies and thus reduce overall morbidity and mortality due to sepsis.

ABT Innovations Inc.'s (www.abtinnovations.ca) peptide technology covers a broad range of therapeutic applications, including bacterial biofilm infections (dental, wound, sinusitis, skin, medical device infections, chronic infections, lung, bladder, ear-nose and throat, orthopaedic, etc.), anti-inflammatories, anti-infective immune- modulators and vaccine adjuvants. The company is in the pre-clinical development phase with promising data for the first three indications.

SafeCoat Medical Inc.'s (www.safecoatmedical.com) technology encompasses anti-fouling self-assembling polymers combined with conjugated antimicrobial peptides, which can be applied to various surfaces as antimicrobial and anti-fouling coatings. In particular, the invention relates to coatings that may be applied to multiple medical devices and implants, and feasibility has been demonstrated in animal models. The company's expertise also encompasses the methods for manufacturing and applying these anti-bacterial coatings.

FOR MORE INFORMATION, PLEASE CONTACT -- Chris Dallin, Marketing Director ASEP Medical Holdings Inc. E. chris@asepmedical.com T. +1 (604) 362-3654

FORWARD-LOOKING STATEMENTS -- This news release contains certain "forward-looking statements" within the meaning of such statements under applicable securities law. Forward-looking statements are frequently characterized by words such as "anticipates," "plan," "continue," "expect," "project," "intend," "believe," "anticipate," "estimate," "may," "will," "potential," "proposed," "positioned" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements include but are not limited to the ability of the joint venture to pursue commercialization of the Sepsis diagnostic testing kit in China; the contributions of the joint venture partner to the joint venture; the ability of the joint venture to secure the necessary regulatory approvals for the diagnostic testing kit; the

2 Asep Medical Holdings Inc. successful clinical testing of Sepset's Sepsis in vitro diagnostic test and its intended filing for regulatory market authorization; the Company not receiving regulatory market authorization as planned or at all; the undertaking of pre-clinical studies on our lead therapeutic, with the expectation that this will lead to fast-track clinical trials; the timeframe for identification of sepsis with the Company's products; the potential opportunities for the generation of revenue; the therapeutic benefits of the Company's products; and other statements regarding the Company's proposed business plans. Various assumptions were used in drawing conclusions or making the predictions contained in the forward-looking statements throughout this news release. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks including the risk that the Company's products may not perform as expected; that the Company may not receive the requisite regulatory market authorization or results of testing; the Company's testing of the products may not be successful and market authorization may not be obtained in the estimated timelines or at all; the Company may not be able to generate revenue from its products as expected or at all; the joint venture may not be able to commercialize the diagnostic testing kit in China as expected or at all; the market for the Company's products may not be as described in this news release; and various other risk factors identified in the Asep's public disclosure record, including without limitation the Company's management discussion and analysis, available for review under the Company's profile at www.sedarplus.ca and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Asep is under no obligation and expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

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