UGIZ Executes Debt-for-Equity Exchange, Strengthening Balance Sheet Ahead of Proposed GBS Capital Transaction and Venezuela Oil & Gas Expansion
https://www.otcmarkets.com/stock/UGIZ/news/UG...?id=537586
Agreements retire legacy convertible and other debt and reduce potential future dilution as the Company advances its proposed transaction and the contemplated appointment of Javier Sanguino García as Chief Executive Officer
FOR IMMEDIATE RELEASE
MIAMI, FL — October 7, 2026 — Unique Global Innovative Solutions Corporation (OTC: UGIZ) (the “Company”) today announced that it has entered into a series of Debt Satisfaction and Share Exchange Agreements with certain of its debt holders, marking the first phase of a comprehensive restructuring of the Company’s outstanding debt. Under these agreements, participating debt holders are satisfying and discharging their debt instruments in full in exchange for shares of the Company’s common stock, retiring approximately the bulk of all convertible and other debt securities from the Company’s balance sheet.
While this initial phase does not extinguish all of the Company’s outstanding debt, it represents a highly meaningful advance that secures and extinguishes the bulk of the Company’s debt instruments. Notably, the exchange is being completed at $0.01 per share — a price significantly above the Company’s current market price — which management views as a strong vote of confidence from participating debt holders in the incoming management team and the Company’s forward strategy. Total shares to be issued under this agreement is capped at 150,000,000.
The debt exchange is being undertaken in connection with the Company’s ongoing negotiations relating to the signed LOI involving GBS Capital and its affiliates and the proposed acquisition of UGIZ, and the announced appointment of Javier Sanguino García as Chief Executive Officer to lead the commencement of the Company’s oil and gas service operations in Venezuela. By retiring legacy debt and reducing the associated potential for future dilution from convertible instruments, this first phase sets the stage for a clean capital structure and balance sheet as the new business takes over.
Debt Satisfaction and Share Exchange
Under the Debt Satisfaction and Share Exchange Agreements, participating debt holders have agreed to accept shares of the Company’s common stock at an agreed valuation of $0.01 per share in full and complete satisfaction of their outstanding debt, including principal, accrued interest, fees, and any associated penalties. The Exchange Shares are subject to a 90-day lock-up period following issuance, and each participating debt holder has provided the Company with a full and final release of all claims relating to the satisfied debt.
The final aggregate amount of debt exchanged and the total number of shares to be issued are being confirmed by the Company and will be reported in the Company’s disclosures. Management expects this first phase to meaningfully reduce the Company’s outstanding convertible securities and overall debt load, with the remaining balance to be addressed in subsequent phases of the restructuring.
Advancing the Proposed GBS Capital Transaction
The debt exchange supports the Company’s broader objective of completing the proposed transaction contemplated by its signed LOI involving GBS Capital and its affiliates. In connection with that transaction, and effective immediately following its completion, the Company intends to finalize the appointing of Javier Sanguino García as Chief Executive Officer to spearhead UGIZ’s entry into the Venezuelan energy market.
Mr. Sanguino brings more than 30 years of oilfield services, engineering, and industrial operations leadership across Latin America, anchored in hands-on leadership of operations in Venezuela. As Chief Executive Officer and President of Sepesa (Servicios Petroleros, S.A.), he led a full-service oilfield services company supporting upstream petroleum production operations, holding full profit-and-loss responsibility for a business exceeding $50 million in scale, and took the company into Colombia from a standing start. He currently serves as founder and Managing Director of WPR Global and Wise Fuel, two Latin America-focused energy ventures. Upon the effectiveness of his appointment, Mr. Sanguino will lead the commencement of the Company’s oil and gas service operations in Venezuela, as further described in his curriculum vitae.
https://www.otcmarkets.com/stock/UGIZ/news/UG...?id=537586
Agreements retire legacy convertible and other debt and reduce potential future dilution as the Company advances its proposed transaction and the contemplated appointment of Javier Sanguino García as Chief Executive Officer
FOR IMMEDIATE RELEASE
MIAMI, FL — October 7, 2026 — Unique Global Innovative Solutions Corporation (OTC: UGIZ) (the “Company”) today announced that it has entered into a series of Debt Satisfaction and Share Exchange Agreements with certain of its debt holders, marking the first phase of a comprehensive restructuring of the Company’s outstanding debt. Under these agreements, participating debt holders are satisfying and discharging their debt instruments in full in exchange for shares of the Company’s common stock, retiring approximately the bulk of all convertible and other debt securities from the Company’s balance sheet.
While this initial phase does not extinguish all of the Company’s outstanding debt, it represents a highly meaningful advance that secures and extinguishes the bulk of the Company’s debt instruments. Notably, the exchange is being completed at $0.01 per share — a price significantly above the Company’s current market price — which management views as a strong vote of confidence from participating debt holders in the incoming management team and the Company’s forward strategy. Total shares to be issued under this agreement is capped at 150,000,000.
The debt exchange is being undertaken in connection with the Company’s ongoing negotiations relating to the signed LOI involving GBS Capital and its affiliates and the proposed acquisition of UGIZ, and the announced appointment of Javier Sanguino García as Chief Executive Officer to lead the commencement of the Company’s oil and gas service operations in Venezuela. By retiring legacy debt and reducing the associated potential for future dilution from convertible instruments, this first phase sets the stage for a clean capital structure and balance sheet as the new business takes over.
Debt Satisfaction and Share Exchange
Under the Debt Satisfaction and Share Exchange Agreements, participating debt holders have agreed to accept shares of the Company’s common stock at an agreed valuation of $0.01 per share in full and complete satisfaction of their outstanding debt, including principal, accrued interest, fees, and any associated penalties. The Exchange Shares are subject to a 90-day lock-up period following issuance, and each participating debt holder has provided the Company with a full and final release of all claims relating to the satisfied debt.
The final aggregate amount of debt exchanged and the total number of shares to be issued are being confirmed by the Company and will be reported in the Company’s disclosures. Management expects this first phase to meaningfully reduce the Company’s outstanding convertible securities and overall debt load, with the remaining balance to be addressed in subsequent phases of the restructuring.
Advancing the Proposed GBS Capital Transaction
The debt exchange supports the Company’s broader objective of completing the proposed transaction contemplated by its signed LOI involving GBS Capital and its affiliates. In connection with that transaction, and effective immediately following its completion, the Company intends to finalize the appointing of Javier Sanguino García as Chief Executive Officer to spearhead UGIZ’s entry into the Venezuelan energy market.
Mr. Sanguino brings more than 30 years of oilfield services, engineering, and industrial operations leadership across Latin America, anchored in hands-on leadership of operations in Venezuela. As Chief Executive Officer and President of Sepesa (Servicios Petroleros, S.A.), he led a full-service oilfield services company supporting upstream petroleum production operations, holding full profit-and-loss responsibility for a business exceeding $50 million in scale, and took the company into Colombia from a standing start. He currently serves as founder and Managing Director of WPR Global and Wise Fuel, two Latin America-focused energy ventures. Upon the effectiveness of his appointment, Mr. Sanguino will lead the commencement of the Company’s oil and gas service operations in Venezuela, as further described in his curriculum vitae.
