Promino Announces Secured Convertible Debenture Offering for Proceeds of up to $1 Million

Burlington, Ontario–(Newsfile Corp. – December 9, 2025) – Promino Nutritional Sciences Inc. (CSE: MUSL) (OTC: MUSLF) (FSE: 93X) (“Promino” or the “Company”) announces it intends to complete a non-brokered private placement of secured convertible debentures (the “Convertible Debentures”) of the Company for an aggregate principal amount of up to $1 million (the “Offering”). The Company may increase the size of the Offering by up to an additional $500,000 of Convertible Debentures for aggregate gross proceeds of up to $1,500,000.

Vito Sanzone, Chief Executive Officer of Promino, commented, “With Promino’s recent resumption of trading, we are pleased to see strong and ongoing investor support. This debt financing will play a key role in building the inventory needed to drive our 2026 growth plans.”

Each Convertible Debenture will consist of a $1,000 principal amount and be secured against Promino’s present and after-acquired inventory. The Convertible Debentures will bear interest at a rate of 15% per annum, payable quarterly in, at the election of Promino, cash or common shares of the Company (“Shares”) at a conversion price of the greater of (i) $0.05 and (ii) the five-day VWAP of the Shares prior to the interest payment date. The principal amount outstanding under the Convertible Debentures will be, at the election of Promino, payable in cash or convertible into Shares at a conversion price of $0.05 per Share on maturity three (3) years from the date of issuance (the “Maturity Date”). Promino may also elect to repay the principal amount of the Convertible Debentures in cash, in whole or in part, at any time prior to the Maturity Date. The Convertible Debentures shall be convertible at the option of the holder, in whole or in part, and at any time prior to the Maturity Date, into Shares at a conversion price of $0.05 per Share. The Offering is subject to the approval of the Canadian Securities Exchange (“CSE”).

The Convertible Debentures and the Shares issuable upon conversion of the Convertible Debentures or any interest thereon will be subject to a four month and one day statutory resale restriction pursuant to applicable Canadian securities laws.

The Company intends to use the net proceeds from the Offering to (a) accelerate growth through investments inventory and (b) for general corporate purposes.

The Offering is expected to close on or about January 30, 2026 and is subject to execution of subscription agreements by the placees and to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the CSE.

The securities being offered under the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Promino also announces that it has granted 500,000 options to purchase Shares, with an exercise price of $0.05 and maturity date of December 3, 2028, to a consultant of the Company. The securities issued under this grant are subject to a four month and one day statutory resale restriction pursuant to applicable Canadian securities laws.

About Promino Nutritional Sciences Inc.

Promino Nutritional Sciences is a Canadian innovation company focused on science-based, clinically proven nutrition for muscle health and recovery. Its core product, Rejuvenate Muscle Health™, is a clinically researched amino acid formula designed to rebuild, restore, and rejuvenate muscle tissue.

The Company also produces Promino™ – NSF Certified for Sport®, trusted by elite athletes. Promino’s ambassadors include Stanley Cup Champion Jack Eichel (Vegas Golden Knights) and MLB legend José Bautista.

Learn more at www.drinkpromino.com and www.rejuvenatemuscle.com.

Forward-Looking Statements and Financial Outlook

This news release contains forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipates”, “expects” and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the proposed Offering, the expectations of management regarding the use of proceeds of the Offering, closing conditions for the Offering, the expiry of hold periods for securities distributed pursuant to the Offering, and Canadian Securities Exchange approval of the proposed Offering. All statements other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that: the Company may not complete the Offering on terms favorable to the Company or at all; the Exchange may not approve the Offering; the proceeds of the Offering may not be used as stated in this news release; the Company may be unable to satisfy all of the conditions to the Closing; and those additional risks set out in the Company’s public documents filed on SEDAR at www.sedarplus.ca. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.

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