NuGen Announces Loan Agreement with Sol-Millennium Medical HK Limited
NuGen secures a five-year, asset-backed related-party loan to fund its proposed Sol-Millennium Canada acquisition and ongoing working capital needs.
Rhea-AI Summary
NuGen Medical Devices (NGMDF) entered a loan agreement with Sol-Millennium Medical HK Limited for up to C$1.3 million dated September 18, 2026.
The company will receive an initial C$500,000 after conditions precedent are met, with a further C$800,000 available once a definitive agreement is signed for the proposed acquisition of Sol-Millennium Canada. The loan bears 6% annual interest, rising to 12% per annum on overdue amounts, and matures five years from the initial advance. It is secured by a general security agreement over all present and after-acquired personal property and must be prepaid from specified extraordinary receipts of at least C$1,000,000. The lender is owned and controlled by CEO and director Liang Lin, making this a related party transaction reviewed and unanimously approved by the board, with Lin abstaining.
Positive
- C$1.3 million total loan capacity to support acquisition and working capital
- Initial C$500,000 advance provides near-term liquidity once conditions are satisfied
- Loan term of five years from initial advance offers extended repayment horizon
- Base interest rate of 6% annually, calculated monthly and compounded annually
Negative
- Loan is secured against all present and after-acquired personal property of the company
- Mandatory prepayment from extraordinary receipts of C$1,000,000 or more may constrain future cash use
- Default interest rate increases to 12% per annum, compounded monthly, on overdue amounts
- Related party transaction with lender owned by the CEO may raise governance and conflict-of-interest concerns
AI-generated analysis. How Rhea-AI works. Not financial advice.
Toronto, Ontario--(Newsfile Corp. - September 21, 2026) - NuGen Medical Devices Inc. (TSXV: NGMD) ("NuGen" or the "Company") is pleased to announce the entering into of a loan agreement (the "Loan Agreement") dated September 18, 2026 with Sol-Millennium Medical HK Limited (the "Lender") in the amount of up to C
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 (the "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 CEO 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 ("MI 61-101"). 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
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.
Websites: insujet.com | insujet.fr | nugenmd.com
LinkedIn: https://www.linkedin.com/company/nugen-medical-devices
Investor Relations: IR@nugenmd.com
For further information, please contact:
Ajay Mishra,
Chief Financial Officer
+1-833-867-5557
ir@nugenmd.com
Notice Regarding Forward-Looking Information:
Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accept responsibility for the adequacy or accuracy of this release.
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. The forward-looking information contained herein is given as of the date hereof and the Company assumes no responsibility to update or revise such information to reflect new events or circumstances, except as required by law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/315163
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What conditions trigger the second C$800,000 advance under the NuGen loan?
The remaining C$800,000 will be advanced to NuGen after the execution of a definitive agreement for the proposed acquisition of Sol-Millennium Canada Inc., which was previously announced on August 6, 2026.
How must NuGen use the proceeds from this loan?
Proceeds will primarily fund Proposed Transaction-related costs and expenses approved by the lender, working capital requirements needed to maintain operations before and after completion of the proposed acquisition, and any other purposes expressly approved in writing by the lender.
When is NuGen required to prepay amounts outstanding under the loan?
NuGen must prepay the loan from net cash proceeds of events such as an asset sale, sale of a subsidiary, refinancing, equity financing, merger, change of control, material liquidity event, insurance or litigation proceeds, indemnity payments, or purchase price adjustments, whenever those proceeds are C$1,000,000 or more.