Noveris Provides Supplemental Disclosure Regarding Previously Announced Convertible Debenture Issuances

(TheNewswire)

Vancouver, British Columbia, February 18, 2026 —TheNewswire - NoverisHealth Sciences Inc. (the “Company”) (CSE: NVRS) (FSE: 0NF0) (OTC:MYCOF) announces that it is providing additional disclosure regardingthe previously announced issuance of certain convertible debenturesapproved by shareholders at the Company’s October 1, 2025 annualgeneral and special meeting.

As previously disclosed in the Company’s managementinformation circular dated August 20, 2025 (the “Circular”) andnews release dated October 14, 2025, the Company issued convertibledebentures in connection with debt settlement transactions.

Convertible Debentures

On October 14, 2025, the Company issued a convertibledebenture in the principal amount of CAD $1,309,836 to Mr. DavidJoshua Bartch, the Company’s Chief Executive Officer and a director,in settlement of unpaid management fees (the “Bartch ConvertibleDebenture”).

The Bartch Convertible Debenture matures one year fromissuance and is convertible, at the holder’s option, following four(4) months and one (1) day from issuance, at a conversion price equalto the greater of: (i) the 20-day trailing volume-weighted averagetrading price of the Company’s common shares as of the conversiondate, and (ii) the minimum conversion price permitted by the CanadianSecurities Exchange (the “CSE”) and/or applicable securitiesregulatory authorities.

Mr. Bartch currently holds 29,519 common shares and nilother convertible securities of the Company.

On October 14, 2025, the Company issued a convertibledebenture to Pioneer Garage Limited (“Pioneer”), a non-arm’slength 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’sbehalf and (iii) CAD $110,000 of equity consideration (valued forfinancial reporting purposes) and CAD $660,000 in cash payablepursuant to the MindLeap settlement (more details of this transactionwas provided under the news release dated April 25,2024).

The Pioneer Convertible Debenture has substantially thesame maturity and conversion terms as described above.

Pioneer currently holds nil common shares and nil otherconvertible securities of the Company.

Potential Dilution and ControlImplications

As of the date of this news release, the Company has1,235,061 common shares issued and outstanding.

Assuming a conversion price of $0.185 per share (beingthe most recent closing price) and for illustrative purposes only(noting that the actual conversion price may differ based on theconversion price described above):

• the Bartch Convertible Debenture could result in theissuance of approximately 7,080,195 common shares; 

• the Pioneer Convertible Debenture could result in theissuance of approximately 42,588,065 common shares; and 

• in the aggregate, up to approximately 49,668,260 commonshares could be issued upon full conversion of the Bartch ConvertibleDebenture and the Pioneer Convertible Debenture.  

Accordingly, assuming full conversion at $0.185 pershare and assuming no other changes to the Company’s issued andoutstanding common shares, the Company would have approximately50,903,321 common shares issued and outstanding.  

Under this illustrative scenario:

• Mr. Bartch would hold approximately 7,109,714 commonshares, representing approximately 13.97% of the Company’soutstanding shares; and  

• Pioneer would hold approximately 42,588,065 commonshares, representing approximately 83.66% of the Company’soutstanding shares. 

The Company notes that the foregoing is provided formarket transparency regarding potential dilution. Depending on theactual conversion price and other changes to the Company’s capitalstructure, conversion of the Pioneer Convertible Debenture wouldresult in Pioneer becoming a “Control Person” under CSE policies.For example, at lower conversion prices, the number of shares issuableon conversion would increase and Pioneer’s ownership level couldincrease correspondingly.

Continued Listing Requirements

If the convertible debentures were converted in full,the Company may no longer meet the CSE’s Continued ListingRequirements relating to public distribution and public float. In suchcircumstances, the Company could be subject to review by the CSE andmay be at risk of suspension or delisting if compliance cannot bemaintained.

There can be no assurance that the debentures will beconverted in full or at all.

Prospectus Exemptions

The debentures were issued pursuant to the exemptionsin section 2.24 of National Instrument 45-106 – ProspectusExemptions.

MI 61-101

The issuance of the Bartch Convertible Debentures andthe Pioneer Convertible Debenture constituted “related partytransactions” under MI 61-101 – Protection of Minority Security Holders inSpecial Transactions (“MI 61-101”). TheCompany relied on exemptions from the formal valuation requirements onthe basis of serious financial difficulty, and disinterestedshareholder approval was obtained at the October 1, 2025meeting.

On behalf of the Board of Directors,

NOVERIS HEALTH SCIENCES INC.

Joshua Bartch

Chief Executive Officer

Email: bartchjosh@gmail.com  

Phone: +1 (888) 871 - 3936

About Noveris Health Sciences Inc.

The Company is a biotechnology company developing thenext generation of innovative medications and therapies to addressmental health disorders such as nicotine addiction and posttraumaticstress disorder (PTSD). The core strategy blends advanced technologywith an elaborate infrastructure for drug discovery and development.Noveris’s dedicated multinational team constantly develops new pathsfor breakthrough treatment solutions in areas with considerable unmetneeds. By collaborating with some of the world's leadingspecialists, the Company aspires to responsibly speed up thedevelopment of breakthrough medications to provide patients with saferand more effective treatment solutions. At the same time, Noveris’sapproach focuses on the next generation of psychedelic medicine bycreating innovative compounds with unmatched therapeutic potentialthrough its clinical trial efforts with worldclass scientific andregulatory expertise.

Forward-LookingInformation

This news release may containcertain “forward-looking statements” and “forward-lookinginformation” within the meaning of applicable Canadian and UnitedStates securities laws. When used in this news release, the words“anticipate”, “believe”, “estimate”, “expect”,“target”, “plan”, “forecast”, “may”, “will”,“could”, “should”, “schedule” and similar words orexpressions are intended to identify forward-looking statements orinformation.

Forward-looking statements in thisnews release include, without limitation, statements regarding: (i)the potential conversion of the Company’s convertible debentures(including the timing thereof); (ii) the conversion price that mayapply at the time of any conversion; (iii) the number of common sharesthat may be issued upon conversion; (iv) the potential creation of a“Control Person” for purposes of CSE policies; (v) the potentialimpact of any conversion on the Company’s ability to satisfy theCSE’s continued listing requirements relating to public distributionand/or public float; and (vi) the Company’s ability to address anyrelated compliance matters that may arise.

Forward-looking statements are basedon certain assumptions, including, without limitation, assumptionsregarding: (i) the market price and trading volume of the Company’scommon shares; (ii) the conversion price determined in accordance withthe debenture terms and applicable exchange rules at the time of anyconversion; and (iii) that any conversions (if any) will occur in themanner described herein.

Forward-looking statements involveknown and unknown risks, uncertainties and other factors that maycause actual results, performance or achievements to differ materiallyfrom those expressed or implied by such forward-looking statements,including, without limitation, risks relating to market conditions,the Company’s financial position, the exercise of conversion rightsby debentureholders, and regulatory or exchange review.

The Company does not undertake anyobligation to update or revise any forward-looking statements orforward-looking information to reflect new information, future eventsor otherwise, except as required by applicable laws, rules andregulations.

NEITHER THE CSE NOR ITS REGULATIONS SERVICES PROVIDERHAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OFTHIS RELEASE.

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