Music Licensing, Inc.OTC: SONG

Correction: 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"

· Issued by Music Licensing, Inc.
Joint Press Release — SONG / ASKE / AGCZ / BCAP / HYGN — June 3, 2026

For Immediate Release · Amended and Restated Joint Public Disclosure

OTC: SONG · OTC: ASKE (OTC: ASKED / OTC: AIZZ) · OTC: AGCZ · OTC: BCAP · OTC: HYGN

Amended and Restated Joint Public Disclosure

Issuers Confirm Partial Assignment of Section 3(a)(10) Legal Receivables to NOCH STRUCTURED CAPITAL — Compartment “Capital Protected, Legal Receivable, Structured Notes”

Amends, restates and supersedes the Joint Public Disclosure dated June 3, 2026 (OTC Markets News ID 523870).

Date of this Amended Disclosure July 6, 2026
Effective Date of the Transaction 1 June 2026
Reference Transaction Documents Partial Assignment and Contribution-in-Kind Agreement dated 1 June 2026 (Doc ID c86a89368ed16f5fd146ed836749c11d0898893b); Final Terms v16 dated 4 July 2026; Private Placement Memorandum dated 13 May 2026.
Issuer of the Notes NOCH STRUCTURED CAPITAL, Securitisation Fund — Compartment “Capital Protected, Legal Receivable, Structured Notes” (RCSL: O72; LEI: 213800TE9NMZUY9O4M43)

1. Purpose of this Amended and Restated Disclosure

Music Licensing, Inc. (OTC: SONG), Alaska Pacific Energy Corp. (OTC: ASKE), Andes Gold Corp. (OTC: AGCZ), Baron Capital Enterprise Inc. (OTC: BCAP), and Hydrogenetics, Inc. (OTC: HYGN) (each an “Issuer” and, collectively, the “Issuers”), together with Jake P. Noch Family Office, LLC (Saint Kitts & Nevis) (the “Originator” or “Assignor”), and NOCH STRUCTURED CAPITAL, acting through its ring-fenced compartment “Capital Protected, Legal Receivable, Structured Notes” (the “Compartment” or “Assignee”), jointly issue this Amended and Restated Joint Public Disclosure (this “Amended Disclosure”) for the benefit of the Issuers’ respective shareholders, the investing public and applicable markets.

This Amended Disclosure amends, restates and supersedes in its entirety the Joint Public Disclosure dated June 3, 2026 titled “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’” (the “Original Disclosure”), in order to (i) correct certain identifying and structural errors that appeared in the Original Disclosure, and (ii) conform the public description of the transaction to the executed and updated Transaction Documents as of the date hereof, being (a) the Partial Assignment and Contribution-in-Kind Agreement dated 1 June 2026 and executed via Dropbox Sign on 6 July 2026 (Document ID c86a89368ed16f5fd146ed836749c11d0898893b) (the “CIK Agreement”), (b) the Final Terms of the Notes, Version 16, dated 4 July 2026, issued by the Compartment across the 144A, EU and RegS tranches (the “Final Terms”), and (c) the Private Placement Memorandum dated 13 May 2026 (the “PPM”, and together with the CIK Agreement and the Final Terms, the “Transaction Documents”).

To the extent of any inconsistency between the Original Disclosure and this Amended Disclosure, this Amended Disclosure controls.

2. Corrections to the Original Disclosure

The Original Disclosure contained the following errors, which are hereby corrected. Nothing in the Original Disclosure that is not expressly restated below shall be relied upon.

2.1 Correct identity of the Assignee

The Assignee is NOCH STRUCTURED CAPITAL, a Luxembourg securitisation fund (fonds de titrisation) organised under the Luxembourg act of 22 March 2004 on securitisation, as amended (the “Securitisation Act 2004”), acting exclusively through and for the account of its ring-fenced compartment “Capital Protected, Legal Receivable, Structured Notes” (RCSL: O72; LEI: 213800TE9NMZUY9O4M43), represented by its management company NOCH MANAGEMENT SàRL, having its registered office at 2-4, Parc d’Activités, 2nd Floor, L-8308 Capellen, Grand Duchy of Luxembourg.

The Original Disclosure incorrectly referred to the assignee as “NOCH STRUCTURED CAPITAL FT — Compartment ‘Hybrid Notes 1’ (R.C.S. Luxembourg: O155)”. That reference is withdrawn and replaced by the correct assignee identified above.

2.2 Nature of the Underlying Arrangements

The underlying receivables assigned to the Compartment are court-approved and/or court-ordered receivables arising under five Section 3(a)(10) settlement arrangements (each a “3(a)(10) Arrangement”) entered into by the Assignor and satisfiable by the applicable Issuer, as Counterparty, through the issuance and delivery of free-trading equity shares pursuant to Section 3(a)(10) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), following a fairness finding and/or judgment of the Circuit Court of the Twentieth Judicial Circuit in and for Collier County, Florida (the “Court”). References in the Original Disclosure to “hybrid convertible note” arrangements are withdrawn. The Underlying Assets consist exclusively of the Assigned Portions of the Legal Receivables arising under the five 3(a)(10) Arrangements identified in Schedule 1 hereto.

2.3 Withdrawal of “Compounding Interest / Sweetener” Term

The Original Disclosure stated that each Issuer had “irrevocably consented” to the “accrual and monthly compounding of interest at a rate of 200 basis points (2.00%) per month” on unrealized balances, described as a “sweetener” and as a “cost of realization” running against each Issuer’s obligation for the benefit of the Assignee.

That statement is expressly withdrawn, retracted and rescinded in its entirety. No such compounding interest term, sweetener, penalty accrual, or similar economic charge exists under the Transaction Documents.

Specifically:

(a) the Notes issued by the Compartment are, in accordance with Item 13 of the Final Terms, Zero Coupon — the Notes do not bear interest of any kind. No coupon, no floating rate, no fixed rate, and no accrual or compounding is payable by the Issuer on the Notes;

(b) the CIK Agreement (Section 7.1) provides that the Compartment shall bear only the Compartment Operating Costs as defined in Item 8 of Part B of the Final Terms, and expressly excludes any management fee, performance fee, incentive fee, arranger fee, distribution fee, subscription fee, redemption fee or similar fee to the Arranger, the Management Company, the Assignor or any of their affiliates; and

(c) no Issuer/Counterparty has consented to, and none is subject to, any compounding accrual, penalty rate, or additional cost-of-realization charge in favor of the Assignee or the Assignor. Any such term purportedly created by the Original Disclosure is void ab initio.

2.4 Case caption for Baron Capital

The Original Disclosure spelled the fourth Issuer as “Baron Capital Entreprise Inc.” The correct legal name, as reflected in the case caption filed with the Court, is Baron Capital Enterprise Inc. (OTC: BCAP).

2.5 ISINs presented in the Original Disclosure

The ISINs listed in the Original Disclosure were provided by each Issuer solely for informational cross-reference to the Issuer’s issued common stock and are unaffected by the assignment. The Assignee acquired no equity security and no ISIN-referenced instrument — it acquired the Assigned Portions of the underlying Legal Receivables only, satisfiable through free-trading Section 3(a)(10) Shares delivered in accordance with the applicable Court order.

3. Restated Description of the Transaction

Subject to and giving effect to the corrections in Section 2 above, each Issuer, together with the Assignor and the Assignee, confirms the following in relation to the transaction described in the Transaction Documents:

3.1 Existence of the Underlying Obligations

Each Issuer is, and at the Effective Date (1 June 2026) was, the defendant/Counterparty under an active and ongoing Section 3(a)(10) Arrangement pursuant to which monetary obligations payable in the form of free-trading equity Shares (the “Legal Receivable”) are owed to the Assignor, as approved and/or ordered by the Court. Each such 3(a)(10) Arrangement remains active, ongoing and in full force and effect as of the date of this Amended Disclosure with respect to the Unassigned Residual Balance thereof (as defined below).

3.2 Partial Assignment and Contribution in Kind

With effect from 1 June 2026, the Assignor has irrevocably and unconditionally assigned, transferred and contributed to the Compartment, by way of contribution in kind, a specified dollar-denominated portion of each Legal Receivable (each an “Assigned Portion”), aggregating USD 119,000,000.00 across the five 3(a)(10) Arrangements, being 100% of the aggregate nominal (Face) Amount of the Notes to be issued by the Compartment.

The assignment is expressly partial: (a) each 3(a)(10) Arrangement remains active, ongoing and in full force and effect with respect to the portion of the Legal Receivable that is not part of the Assigned Portion (the “Unassigned Residual Balance”); (b) the assignment operates only to the extent of the applicable Assigned Portion; and (c) nothing in this Amended Disclosure or the Transaction Documents constitutes, or shall be construed as, a discharge, novation, release, waiver or satisfaction of any obligation of any Issuer in excess of its Assigned Portion. The Unassigned Residual Balance remains the sole property of the Assignor and is excluded from the estate of the Compartment.

3.3 Irrevocable Acknowledgment by the Issuers

Each Issuer, as Counterparty under its respective 3(a)(10) Arrangement, hereby acknowledges and confirms that, with respect to its Assigned Portion, its obligation to deliver free-trading Section 3(a)(10) Shares in satisfaction thereof runs to, and shall be discharged in favor of, the Compartment (NOCH STRUCTURED CAPITAL — “Capital Protected, Legal Receivable, Structured Notes”) as Assignee, and no longer to the Assignor, to the extent of and until the full face amount of such Assigned Portion has been fully realized in cash by the Compartment. To the extent any consent, approval or authorization of a Counterparty is required under the applicable 3(a)(10) Arrangement or Court order for the effectiveness of the partial assignment, such consent is hereby given, and is binding, unconditional and irrevocable.

3.4 Assigned Portions

The Assigned Portions and underlying case identifiers are as set out in Schedule 1 hereto and are summarised as follows:

# Issuer / Counterparty Ticker Assigned Portion (USD)
1 Music Licensing, Inc. SONG 47,000,000.00
2 Andes Gold Corp. (d/b/a The Nani, Inc.) AGCZ 18,000,000.00
3 Alaska Pacific Energy Corp. (AI Music Distribution, Inc.) ASKE/ASKED/AIZZ 18,000,000.00
4 Baron Capital Enterprise Inc. BCAP 18,000,000.00
5 Hydrogenetics, Inc. HYGN 18,000,000.00
 
Aggregate Assigned Portion  
119,000,000.00

3.5 Method of Satisfaction — Section 3(a)(10) Shares Only

In accordance with Section 3 of the CIK Agreement and Item 20 of the Final Terms, each Issuer/Counterparty shall satisfy its Assigned Portion owed to the Compartment by the issuance and delivery to the Compartment (or to its custodian for the account of the Compartment) of free-trading equity Shares in accordance with the applicable Section 3(a)(10) order of the Court, until the full face amount of the applicable Assigned Portion has been fully realized in cash by the Compartment. Partial or interim price fluctuations in any single tranche of issued Shares shall not reduce the receivable owed to the Compartment. The Compartment shall sell such Shares to market in an orderly manner and in the best interest of the holders of the Notes.

3.6 No Interest, No Sweetener, No Penalty

For the avoidance of doubt, and consistent with Section 2.3 above: (a) the Notes are Zero-Coupon and no interest, coupon, accretion, compounding or penalty rate accrues in favor of the Assignee, the Assignor or any noteholder against any Issuer; (b) there is no “cost-of-realization sweetener,” “monthly compounding,” or similar economic charge assessed against any Issuer’s obligation; and (c) the sole cost that may be netted against gross cash proceeds of Share sales is the ordinary and documented cost of realization (e.g. broker commissions and settlement costs) actually incurred in the orderly market liquidation of the Shares, in accordance with Item 17 of the Final Terms.

3.7 Valuation Basis

The net value of each Assigned Portion is determined solely by reference to cash proceeds actually realized by the Compartment from the orderly market liquidation of the free-trading Section 3(a)(10) Shares issued in satisfaction thereof, net of ordinary and documented costs of realization. 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 (CIK Agreement §3.4; Final Terms, Item 10A).

3.8 Verification Source — Public Court Records Only

Consistent with Section 4 of the CIK Agreement, the existence, status, amount and continuing enforceability of each Assigned Portion, and the underlying 3(a)(10) Arrangements, shall be verified by the Parties, the Calculation Agent, the Security Trustee, the auditors of the Compartment, and any holder of the Notes exclusively by reference to the publicly available Court Records — that is, the dockets, orders, judgments, settlement agreements and fairness rulings of the Court. No certification, letter, sub-certification or disclosure shall be sought from, or required of, any Issuer (or any of its transfer agents, officers, directors, counsel or other affiliates) for the purpose of confirming the Assigned Portions, calculating NAV under Item 17A of the Final Terms, allocating Realized Amounts under Item 17 of the Final Terms, or discharging any other duty under the CIK Agreement.

3.9 Structure of the Notes

The Notes to be issued by the Compartment under Series 0726 (across the 144A, EU and RegS tranches) are Perpetual Zero-Coupon Senior Secured Notes with 100% Capital Protection of the aggregate Face Value of USD 119,000,000.00, issued at par (Issue Price 100%). The Notes have no scheduled maturity and are redeemed on a pay-through basis solely from Realized Amounts, applied monthly in reduction of Outstanding Face Value on a pro rata basis in accordance with the priority of payments set out in the Final Terms. Capital protection is structural in nature — derived from the assigned pool of Legal Receivables and the cash-flow-generation mechanic — and is not a guarantee by the Issuer, the Management Company, the Arranger, the Originator or any third party.

3.10 Custody and Security

Free-trading Section 3(a)(10) Shares delivered to the Compartment shall be held by the Underlying Asset Custodian, Wilmington Trust (a division of M&T Bank Corporation, USA), for the account of the Compartment. The Compartment has granted a first-ranking pledge in favor of the Security Trustee, Altrium Financial Services Ltd (United Kingdom), over the related securities account for the benefit of the holders of the Notes.

3.11 Governing Law and Jurisdiction

The CIK Agreement is governed by the laws of the Grand Duchy of Luxembourg, save that the interpretation and enforceability of the underlying Legal Receivables and the applicable Section 3(a)(10) orders remain governed by the laws of the State of Florida and the applicable federal laws of the United States. Any dispute arising out of or in connection with the CIK Agreement shall be submitted to the exclusive jurisdiction of the courts of the City of Luxembourg (District Court), without prejudice to the exclusive jurisdiction of the Court in respect of the underlying 3(a)(10) Arrangements.

4. Purpose; Capacity; No Offer of Securities

This Amended Disclosure is made by each Issuer solely in its capacity as an obligor/Counterparty under the relevant 3(a)(10) Arrangement, and by the Assignor and the Assignee in their respective capacities under the Transaction Documents, for the sole purpose of public transparency to shareholders and applicable markets regarding the existence, partial assignment and ongoing nature of the obligations described herein.

Nothing in this Amended Disclosure constitutes an offer to sell, or the solicitation of an offer to buy, any security in any jurisdiction. The Notes are being offered and sold on a private-placement basis only, in reliance on Rule 144A, Regulation S and, in the EU, applicable professional-investor / qualified-investor exemptions, as described in the Final Terms and the PPM. The Notes are not intended for, and are not being offered to, retail investors in the European Economic Area or the United Kingdom. Free-trading equity Shares delivered by any Issuer under its Section 3(a)(10) Arrangement are issued in reliance on the exemption from registration afforded by Section 3(a)(10) of the Securities Act pursuant to the applicable order of the Court.

5. Forward-Looking Statements

This Amended Disclosure contains statements that may be considered forward-looking. Such statements are based on current expectations and are subject to risks and uncertainties, including the risks described in the PPM and the Final Terms. Actual outcomes — including the timing and amount of Realized Amounts — may differ materially. None of the Issuers, the Assignor or the Assignee undertakes any obligation to update forward-looking statements.


Schedule 1 — Assigned Portions of the Legal Receivables

The following table sets forth, in respect of each of the five 3(a)(10) Arrangements assigned to the Compartment under the CIK Agreement: (i) the case caption; (ii) the case number and court; (iii) the key court orders establishing the 3(a)(10) fairness finding; and (iv) the dollar amount of the applicable Assigned Portion.

No. Case Caption Case Number / Court Key Court Orders Assigned Portion (USD)
1 Jake P. Noch Family Office, LLC v. Music Licensing, Inc. Fla. 20th Jud. Cir., Collier County Settlement Agreement 21 Jul 2023; Agreed Section 3(a)(10) Order 7 Dec 2023; Amended 19 Jul 2024 47,000,000.00
2 Jake P. Noch Family Office, LLC v. Andes Gold Corp. (d/b/a The Nani, Inc.) No. 11-2024-CA-001002-0001-XX, Fla. 20th Jud. Cir., Collier County Final Default Judgment; Fairness Order 15 Jan 2026 18,000,000.00
3 Jake P. Noch Family Office, LLC v. Alaska Pacific Energy Corp. No. 11-2024-CA-0010100-001XX, Fla. 20th Jud. Cir., Collier County Final Default Judgment 2024–2025 18,000,000.00
4 Jake P. Noch Family Office, LLC v. Baron Capital Enterprise Inc. No. 11-2024-CA-000998-0001-XX, Fla. 20th Jud. Cir., Collier County Final Default Judgment 23 Aug 2024 18,000,000.00
5 Jake P. Noch Family Office, LLC v. Hydrogenetics, Inc. No. 11-2024-CA-001018-0001-XX, Fla. 20th Jud. Cir., Collier County Final Default Judgment 17 Feb 2025 18,000,000.00
 
 
 
Aggregate Assigned Portion 119,000,000.00

Amounts of any Legal Receivable in excess of the Assigned Portion set out above constitute the Unassigned Residual Balance and remain the sole property of the Assignor. The Assigned Portions are verified exclusively by reference to the publicly available Court Records as of the Effective Date.


Party Contact Information

Originator / Assignor Jake P. Noch Family Office, LLC (Saint Kitts and Nevis)
Hunkins Waterfront Plaza, Suite 556, Main Street, Charlestown, Nevis (KN-N), KN0802
By: Jake P. Noch, Manager
Assignee / Compartment NOCH STRUCTURED CAPITAL, acting through its Compartment “Capital Protected, Legal Receivable, Structured Notes”
represented by NOCH MANAGEMENT SàRL
2-4, Parc d’Activités, 2nd Floor, L-8308 Capellen, Grand Duchy of Luxembourg
LEI: 213800TE9NMZUY9O4M43
Issuers / Counterparties Music Licensing, Inc. (OTC: SONG) · Alaska Pacific Energy Corp. (OTC: ASKE) · Andes Gold Corp. (OTC: AGCZ) · Baron Capital Enterprise Inc. (OTC: BCAP) · Hydrogenetics, Inc. (OTC: HYGN)
Reference — Original Disclosure Joint Public Disclosure dated June 3, 2026 — OTC Markets News ID 523870 (amended, restated and superseded hereby).

— END —

This Amended and Restated Joint Public Disclosure is issued jointly by the parties named above for public transparency. It is not an offer or solicitation to buy or sell securities.

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