AI Music Distribution Inc (ID)【ASKED】株式ニュース

Joint Public Disclosure: Issuers Irrevocably Consent to Assignment of Section 3(a)(10) Hybrid Convertible Note Obligations to NOCH STRUCTURED CAPITAL FT — Compartment "Hybrid Notes 1"
Officer/Director/Affiliate Stock Transactions
OTC Disclosure & News Service | 06/03/2026
For Immediate Release
OTC: SONG OTC: ASKE OTC: AGCZ OTC: BCAP OTC: HYGN

Joint Press Release — June 3, 2026
Joint Public Disclosure: Issuers Irrevocably Consent to Assignment of Section 3(a)(10) Hybrid Convertible Note Obligations to NOCH STRUCTURED CAPITAL FT — Compartment "Hybrid Notes 1"

June 3, 2026 — Music Licensing, Inc. (OTC: SONG), Alaska Pacific Energy Corp. (OTC: ASKE), Andes Gold Corp. (OTC: AGCZ), Baron Capital Entreprise Inc. (OTC: BCAP), and Hydrogenetics Inc. (OTC: HYGN) (collectively, the "Issuers") hereby make the following joint public disclosure for the benefit of their respective shareholders, the investing public, and applicable markets.

Each Issuer hereby discloses and confirms that it has irrevocably consented to the assignment by Jake P. Noch Family Office, LLC. (Saint Kitts & Nevis) (the "Noteholder") of the specified portion of the outstanding obligations owed by such Issuer to the Noteholder under its respective active Section 3(a)(10) hybrid convertible note arrangement. Following such assignment, the specified portions of each Issuer's obligations described herein are owed to, and shall be satisfied in favor of, NOCH STRUCTURED CAPITAL FT — Compartment "Hybrid Notes 1" (R.C.S. Luxembourg: O155) (the "Assignee"), as the Noteholder's irrevocable assignee, in accordance with the terms of the Transaction Documents executed on June 3, 2026.

Issuer Obligations & Irrevocable Consent to Assignment

1.
Existence of Obligations. Each Issuer is, and at the time of the assignment was, party to an active and ongoing Section 3(a)(10) hybrid convertible note arrangement under which monetary and conversion obligations are owed to the Noteholder. The aggregate outstanding value of the arrangements across all five Issuers well exceeds USD 119,000,000.00.
2.
Irrevocable Consent to Assignment. Each Issuer has irrevocably consented to the Noteholder's assignment to the Assignee of the specified portion of the obligations owed by such Issuer, together with all rights, entitlements, and associated costs of realization attributable to such portion, including without limitation conversion costs, transaction expenses, and all other direct and indirect costs incurred in realizing proceeds under such Issuer's arrangement. Such consent is binding, unconditional, and irrevocable.
3.
Obligations Now Owed to Assignee. Each Issuer acknowledges and confirms that, with respect to the assigned portions set forth below, the obligations are now owed to and shall be discharged in favor of NOCH STRUCTURED CAPITAL FT — Compartment "Hybrid Notes 1" as Assignee, and not the Noteholder, to the extent of such assigned portions:
Issuer Ticker ISIN Amount Owed & Assigned
Music Licensing, Inc. SONG US67075W5040 USD 47,000,000.00
Andes Gold Corp. AGCZ US0341972026 USD 18,000,000.00
Alaska Pacific Energy Corp. ASKE US0117584062 USD 18,000,000.00
Baron Capital Entreprise Inc. BCAP US06827T1043 USD 18,000,000.00
Hydrogenetics Inc. HYGN US4488801048 USD 18,000,000.00
Total Assigned to Assignee USD 119,000,000.00
4.
Partial Assignment — Obligations Remain Outstanding. The assignments described herein are partial only. Each Issuer's underlying Section 3(a)(10) obligation to the Noteholder remains active, ongoing, and in full force and effect with respect to all amounts not expressly assigned herein. Nothing in this disclosure constitutes or shall be construed as a discharge, novation, release, or satisfaction of any Issuer's obligations in excess of the assigned portions.
5.
Irrevocable Consent to Compounding Interest Accrual. As a material inducement and agreed economic term of the assignment, each Issuer has irrevocably consented to the accrual and monthly compounding of interest at a rate of 200 basis points (2.00%) per month on all unrealized balances outstanding under their respective assigned obligations. Such interest accrues on any portion of the assigned obligations not yet converted into free-trading equity shares and realized as proceeds, compounds monthly, and constitutes an agreed cost of realization running against each Issuer's obligations for the benefit of the Assignee. Each Issuer's consent to this compounding accrual is binding, unconditional, and irrevocable.

Each Issuer expressly acknowledges that the 200 basis point monthly compounding interest accrual was consented to as a sweetener to facilitate and induce the Noteholder's assignment of the note obligations to the Assignee, and that such term is a binding economic condition of each Issuer's acknowledgment of the Transaction.
6.
Valuation Basis. The net value of each Issuer's assigned obligations is determined solely by reference to proceeds actually realized from the liquidation of free-trading equity shares issued pursuant to the applicable Section 3(a)(10) arrangement, less all costs of realization including the compounding interest accrual described herein. Such valuation is not based upon, pegged to, or otherwise determined by the prevailing trading price or market capitalization of any Issuer's securities at any time.

This joint disclosure is made by each Issuer solely in its capacity as an obligor under the relevant arrangement, for the purpose of public transparency to its shareholders and applicable markets regarding the existence, assignment, and ongoing nature of the obligations described herein.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. These forward-looking statements are made on behalf of all parties named in this press release, including Music Licensing, Inc., Alaska Pacific Energy Corp., Andes Gold Corp., Baron Capital Entreprise Inc., Hydrogenetics Inc., and Jake P. Noch Family Office, LLC. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including without limitation the ability of Music Licensing, Inc. and Pro Music Rights, Inc. to accomplish their stated plan of business. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by any named party or any other person that the objectives and plans of the named parties will be achieved. There can be no assurance that the forward-looking statements included in this press release will prove to be accurate. All named parties undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Non-Legal Advice Disclosure

This press release does not constitute legal advice. All parties named herein and all readers of this press release are advised to seek independent legal counsel for any legal matters or questions arising from or related to the content herein, including without limitation matters involving securities law, assignment of obligations, structured finance arrangements, and any other legal issues related to the transactions described.

Non-Investment Advice Disclosure

This communication is intended solely for informational and disclosure purposes and does not in any way imply or constitute a recommendation, solicitation, or offer for the purchase or sale of any securities, commodities, bonds, options, derivatives, or any other investment products with respect to any of the named parties, including Music Licensing, Inc. (OTC: SONG), Alaska Pacific Energy Corp. (OTC: ASKE), Andes Gold Corp. (OTC: AGCZ), Baron Capital Entreprise Inc. (OTC: BCAP), Hydrogenetics Inc. (OTC: HYGN), or Jake P. Noch Family Office, LLC. Any investment decisions should be made only after thorough independent research and consultation with a qualified financial advisor or investment professional. All named parties, together with their respective officers, directors, managers, and affiliates, expressly disclaim and assume no liability for any actions taken or not taken in reliance upon the information provided in this communication.