Cheyenne, Wyoming — February 25, 2026
TransGlobal Assets Inc. ($TMSH) announces the completion of several strategic corporate actions aimed at simplifying its capital structure, refocusing its corporate direction, and enhancing long-term shareholder value.
Mutual Termination of MindWell Solutions Group Transaction
The Company has entered into a Mutual Termination, Rescission and Stock Issuance Agreement with Michael Berman and MindWell Solutions Group LLC, formally terminating the Share Purchase Agreement executed on March 5, 2025.
Key elements of the termination agreement include:
- The original Share Purchase Agreement has been rescinded by mutual consent.
- Ownership of MindWell Solutions Group LLC has been restored to Michael Berman.
- TransGlobal has relinquished all ownership and economic interests in MindWell.
- Consideration issued under the original transaction has been returned, canceled, or waived.
- All obligations from the prior agreement, including operational and performance provisions, are terminated.
Cancellation of Series M Preferred Shares
TransGlobal also confirms the cancellation and retirement of 450,000 Series M Preferred Shares previously issued to Data Specialist Group LLC, acting as a nominee entity. The Board of Directors unanimously ratified:
- The original issuance direction;
- The written request for cancellation;
- The retirement of the shares to treasury.
These shares have been removed from the issued and outstanding share count.
New Series M Preferred Share Issuances
Following the cancellation, TransGlobal completed new issuances of Series M Preferred Shares:
- 12,334 shares to Kenneth Williams
- 400,664 shares to Maddy’s Legacy LLC, pursuant to the Share Exchange Agreement related to M Love Vintage Holdings Inc.
Completion of Share Exchange — M Love Vintage Holdings Inc.
TransGlobal has finalized a Share Exchange Agreement with Alfredo Papadakis, leading to:
- The acquisition of 100% of M Love Vintage Holdings Inc.;
- The issuance of 400,664 Series M Preferred Shares to Mr. Papadakis or his nominee, Maddy’s Legacy LLC;
- The assumption of a Convertible Promissory Note in the principal amount of $65,627, originally issued to CKS Studio Inc.
This transaction received approval from the Board of Directors in accordance with the Wyoming Business Corporation Act and is effective from the closing date.
Corporate Governance Changes
Effective immediately and subject to applicable corporate approvals, corporate governance will revert to its structure prior to March 5, 2025. Notable changes include:
- Rescission of any officer or director appointments made solely in connection with the MindWell transaction;
- Michael Berman's resignation as Chief Executive Officer of TransGlobal Assets Inc.;
- Christopher A. Villareale, President of M Love Vintage Holdings Inc., will be appointed as President and Secretary of TransGlobal Assets Inc., pending formal Board ratification.
About M Love Vintage Holdings, Inc.
M Love Vintage (https://mlovesvintageholdings.com) is a boutique retailer specializing in premium vintage denim and American workwear, offering curated items from heritage brands. The brand emphasizes authenticity, craftsmanship, and personalized retail experiences targeting a premium consumer demographic.
Through this acquisition, TransGlobal gains exposure to a differentiated retail model that focuses on scarcity-driven inventory, high-margin vintage apparel segments, and expansion opportunities, including branded apparel and complementary retail partnerships.
The strategic shift is expected to align with long-term asset-driven growth objectives and enhance shareholder value.
“This transaction represents an important strategic evolution for TransGlobal,” stated Reno Calabrigo, Director of TransGlobal Assets Inc. “M Love Vintage brings a unique retail platform built around authenticity and customer engagement, which we believe provides a solid foundation for future growth.”
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