Nu-Med Plus closes acquisition of Avid Gold Ltd and agrees to buy Canadian gold properties

Key facts

• Effective July 8, 2026, the Company issued 4,500,000 Series A Exchange Shares to the Avid Gold Shareholders and Avid Gold became a wholly-owned subsidiary of the Company
• 1,000,000 Series X Preferred Stock shares issued to Fred Tejada on July 8, 2026, voting 100 votes per share, providing him the right to vote 102,411,474 voting shares or 44.5% of the Company's total outstanding voting shares following entry into the Voting Agreement
• Fred Tejada appointed as member of the Board of Directors and Sr. Vice President and Chief Geologist
• Series A Preferred Stock converts to 20 shares of common stock per share of Series A Preferred Stock
• If issued and converted in full, the maximum number of shares of common stock issuable upon conversion of the Series A Exchange Shares and Series A Compensation Shares is 90,000,000 and 10,000,000 shares of common stock, respectively
• Company required to file proxy statement seeking stockholder approval of 1-for-27 reverse stock split, increase in authorized common shares from 90,000,000 to 500,000,000, and redomicile from Utah to Nevada, with stockholders' meeting to be held within 50 days of SEC clearance
• Registration statement for resale of Registrable Securities required to be filed on or before 30th calendar day after Required Shareholder Vote
• Series A Preferred Stock includes beneficial ownership limitation prohibiting conversion if holder would own more than 4.999% of outstanding common stock (up to 9.999% by election)
• The Hayde Family Revocable Trust, Keith Merrell, and Hanover International, Inc. entered into Voting Agreement effective July 8, 2026, agreeing to vote shares in favor of specified matters including director elections and corporate actions related to the transaction

Why it matters

The acquisition of Avid Gold expands Nu-Med's operations from its existing medical device business into Canadian gold exploration and development, with Fred Tejada's appointment as Chief Geologist and control of approximately 44.5% of voting shares positioning him as the dominant shareholder while existing shareholders face substantial dilution from preferred stock conversion rights.

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