The combination is bundled with a proposed 1-for-27 reverse split, a jump in authorized shares to 500 million, and a planned move of the company’s incorporation from Utah to Nevada.

July 1, 2026

Nu-Med Plus, Inc., a Utah-incorporated company, has agreed to remake itself into a gold exploration business through a share exchange that would hand effective voting control to a group of incoming investors and their designated management. Under a Share Exchange Agreement entered into on June 29, 2026, Nu-Med Plus will acquire the entirety of Avid Gold Ltd, a private company organized in England and Wales, from Avid Gold’s shareholders.

In return for all of Avid Gold, those shareholders will receive 4,500,000 shares of Nu-Med Plus Series A Preferred Stock, allocated pro rata to their existing holdings. Nu-Med Plus will also assume repayment of a $100,000 promissory note owed by Avid Gold, due within 90 days of closing. The deal carries a required closing date of July 8, 2026, subject to extension by mutual consent, and remains contingent on customary conditions. Either side may terminate if the transaction has not closed by that date, if the other materially breaches and fails to cure, or if regulatory or court action blocks the combination.

Control shifts to the incoming group

The structure is designed to move voting control to the Avid Gold camp. As a closing condition, Nu-Med Plus will issue 1,000,000 shares of Series X Super Voting Preferred Stock—each carrying 100 votes and voting alongside the common stock as a single class—to Emma Priestley or another Avid Gold designee, who is to become president under an agreement to serve for at least twelve months. Existing insiders, including chief executive William Hayde, chief financial officer Keith Merrell, and Hanover International, are to sign a Voting Agreement backing the transaction and granting an irrevocable proxy to a representative of the Avid Gold group.

Board turnover follows. Director Jeffrey Robins is expected to resign at closing, while Hayde and Merrell remain, joined by two new directors named by the Avid Gold shareholders. Hayde is slated to become chairman and Merrell to stay on as chief financial officer under new consulting arrangements.

A pivot into Canadian gold

The stated rationale is a move into gold exploration and development while, according to management, preserving the company’s existing operations. The gold interests sit within Avid Gold’s wholly owned subsidiary, Maritimes Gold Corp. In a related Mineral Property Purchase Agreement dated June 26, 2026, Nu-Med Plus agreed to acquire six gold properties in the Canadian provinces of Nova Scotia, New Brunswick, and Newfoundland and Labrador from MegumaGold Corp. and affiliated vendors, in exchange for 500,000 shares of Series A Preferred Stock plus the assumption of certain liabilities.

Three of the properties have previously been the subject of NI 43-101 technical reports, which the company said supported an aggregate mineral resource estimate of 45,391 ounces of indicated gold and 576,942 ounces of inferred gold, for a combined 622,332 ounces; one property carries a prior preliminary economic assessment. Management indicated it intends to raise new capital and update the technical work to try to expand the resource base. The property purchase must close within one year and depends on approval by MegumaGold’s shareholders, which the company cautioned may not be obtained.

A shortfall backstop for the vendor

The property agreement includes a contingent value mechanism. If, three years after that deal closes, MegumaGold has realized less than $3.0 million in gross cash proceeds from qualifying arm’s-length sales of the shares it receives, Nu-Med Plus must issue additional common stock—so-called true-up shares—to cover the shortfall. The number would be set by dividing the shortfall by the volume-weighted average price of the common stock over the preceding ten trading days, capped at 10% of shares then outstanding and potentially further limited by exchange rules. Only genuine third-party cash sales count toward the threshold, and the right is a one-time, non-transferable adjustment personal to the vendor.

Structural changes put to shareholders

For public holders, the transaction is bundled with a slate of corporate changes. After closing, the company must file a proxy statement seeking approval of:

• a 1-for-27 reverse split of its common stock;
• an increase in authorized common shares from 90,000,000 to 500,000,000; and
• a redomicile from Utah to Nevada, with a name change also contemplated.

The board is required to recommend the measures unanimously, may not withdraw that recommendation, and must convene a shareholder meeting within 50 days of the SEC clearing the proxy.

Two very different preferred classes

The Series A Preferred Stock, governed by an amended and restated certificate of designation filed in Utah on June 29, 2026, carries 20 votes per share and converts into 20 common shares apiece, with neither the vote nor the conversion ratio adjusted for the planned reverse split. A blocker caps any holder’s resulting common ownership at 4.999%, extendable to 9.999% on 61 days’ notice. The Series X shares, by contrast, carry no dividends, conversion, or liquidation rights and are shielded from reduction in the reverse split, leaving them a pure voting instrument concentrated in the incoming president.

Notes, fees, and share issuances

The agreement contemplates repayment of Avid Gold notes totaling $122,500 in principal—separate from the assumed $100,000 note, and including $22,500 owed to the chief executive and $100,000 owed to the chief financial officer—once the company raises at least $1,000,000 after closing. Nu-Med Plus also agreed to reimburse half of Avid Gold’s legal fees tied to the deal.

Ahead of closing, the company intends to issue Series A Preferred Stock for services rendered: 225,000 shares each to Hayde and Merrell and 50,000 shares to a further recipient. It is relying on private-placement exemptions for the U.S. issuances and on Regulation S for the offshore components. The company stated the maximum common stock issuable on full conversion would be 90,000,000 shares for the exchange consideration, 10,000,000 for the property consideration, and 10,000,000 for the management shares, before any true-up shares. Under a Registration Rights Agreement, Nu-Med Plus will register resale of the shares issued to the Avid Gold group within 30 days of the shareholder vote, seek effectiveness within 60 days, and grant piggyback rights for 18 months. The company will separately report the closing, and the required financial statements, in later disclosures.