PMGC Holdings subscribes for $1.845 million in Nuclea Canada debentures
The agreement, tied to Nuclea Canada's purchase of Moltex Energy's assets, is linked to a pending SPAC merger involving an affiliated sponsor entity.
On October 30, 2026, PMGC Holdings Inc. entered into a Subscription Agreement with Nuclea Energy Canada Inc. under which the Company agreed to subscribe for and purchase US$1,845,000 aggregate principal amount of secured debentures of Nuclea Canada, issuable in increments of US$1,000 at a price of US$1,000 per Debenture, as part of an offering by Nuclea Canada of up to US$9,000,000 aggregate principal amount of Debentures.1
PMGC disclosed that it is the managing member of NorthStrive Sponsor I LLC, the sponsor of NorthStrive Acquisition Corp I.1 That SPAC, identified as NSAI, has entered into a business combination agreement with Nuclea Energy Inc., which the filing describes as the parent of Nuclea Canada.1 The filing states that the funds raised in this offering are meant to support Nuclea Canada's acquisition of all of the assets of Moltex Energy Limited (In Administration), referred to as the Moltex Acquisition.1
According to the filing, the debentures carry no interest rate and cannot be exchanged for equity in Nuclea Canada, its parent company, or NSAI, as stated in the agreement's terms. The Debentures mature on the earliest of three months from issuance, five business days after termination of the business combination agreement, consummation of a change of control or going-public transaction other than the NSAI deal, or an event of default; they may be redeemed by Nuclea Canada at any time, rank pari passu among themselves, and rank senior to other Nuclea Canada debt except up to $5,000,000 in permitted bank indebtedness.1
PMGC is expected to hold roughly 20.5% of the debentures if the full $9,000,000 offering is completed.1 In exchange for providing the financing, PMGC will receive a $45,000 finance fee, deducted from its subscription payment at closing as an original issue discount.1
The subscription funds will sit with an escrow agent before being released to Nuclea Canada once conditions tied to the Moltex deal are met, per the filing's description of the escrow arrangement with OceanFirst Bank N.A. If those conditions are not satisfied within 60 days of closing, or if certain termination events occur, the proceeds will be returned to subscribers.1
The filing notes that closing of the offering is expected to occur on or before November 30, 2026,1 and that PMGC's board reviewed and approved the Subscription Agreement as a related party transaction.1
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