Mr. Ajay Mishra reports

NUGEN ANNOUNCES LOAN AGREEMENT WITH SOL-MILLENNIUM MEDICAL HK LIMITED

Nugen Medical Devices Inc. has entered into a loan agreement dated Sept. 18, 2026, with Sol-Millennium Medical HK Ltd. in the amount of up to $1.3-million. The initial advance under the loan agreement will be provided to the company in the amount of $500,000 following confirmation from the lender that all condition precedent to the loan have been satisfied. The remaining amount of $800,000 will be advanced to the company following execution of a definitive agreement with respect to the acquisition of Sol-Millennium Canada Inc. (SolM Canada) as announced by the company on Aug. 6, 2026. The loan will carry an annual interest rate of 6 per cent calculated monthly and compounded annually and payable by the company any time prior to the maturity date. If the company fails to pay when due any amount payable, the company will pay interest on the overdue amount at the rate of 12 per cent per annum, compounded monthly. The loan will mature five years from the initial advance of $500,000. The company will be required to prepay the loan from the net cash proceeds of any asset sale, sale of a subsidiary, liquidation, refinancing, replacement financing, equity financing or capital raise, merger, amalgamation, business combination, change of control, material liquidity event, material insurance proceeds, litigation proceeds, indemnity payments, purchase price adjustments or other extraordinary receipts, in each case where such proceeds are equal to or greater than $1-million.

Proceeds from the loan will primarily be used to pay reasonable proposed transaction related costs and expenses approved by the lender, for working capital requirements necessary to maintain the company's operations before and following completion of the proposed transaction, and for any other purpose expressly approved in writing by the lender.

The loan is secured against the assets of the company. In connection with the loan, the company and the lender have entered into a general security agreement (GSA) pursuant to which the company has granted to the lender a security interest in all of its present and after-acquired personal property as security for the company's obligations under the loan agreement.

The lender is owned and controlled by Liang Lin, the chief executive officer and director of the company. The transaction is considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company relied on the exemption from the valuation requirement pursuant to Section 5.5(b) (Issuer Not Listed on Specified Markets) of MI 61-101 and from the minority shareholder approval requirement prescribed by Section 5.7(1)(f) (Loan to Issuer, No Equity or Voting Component) of MI 61-101. No new insiders and no control persons were created in connection with the closing of the transaction. The transaction was reviewed and unanimously approved by the company's board of directors. No special committee was created to negotiate, review and approve the loan agreement; rather, the agreement was negotiated by the company with Mr. Lin declaring his conflict and abstaining from the board of directors' deliberations. There is less than 21 days between the date of the loan and the filing date of the related material change report due to the company's need for the loan in a timely manner.

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.

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