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Diagnos Inc. ("Diagnos" or the "Corporation") (TSX Venture: ADK, OTCQB: DGNOF, FWB: 4D4A), a company dedicated to the early detection of critical health issues using advanced Artificial Intelligence (AI) techniques, announces that it intends to amend the terms of an aggregate amount of $510,000 of unsecured convertible debentures (each, a Debenture) issued as part of a non-brokered private placement of units initially announced on March 1, 2022, and subsequently amended on March 1, 2025 (pleaser refer to the press release dated February 28, 2025). The amendments are as follows:
- The amended maturity date set for March 1, 2026, as announced in the press release dated February 28, 2025, is extended to March 1, 2027,
- The conversion price of the Debentures is amended from $0.38 to $0.32, and
- The amended yearly interest rate of 10%, as announced in the press release dated February 28, 2025, remains in effect for the extended period from March 1, 2026 to March 1, 2027.
All other provisions of the Debentures shall remain unchanged and fully in effect during the extended period.
One insider of the Corporation, Mr. André Larente, is the beneficial owner of 2 Debentures for a nominal aggregate value of $20,000. Mr. Larente is considered a "related party" of the Corporation within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The amendment to the Debentures is exempt from the valuation requirement and the minority approval requirement prescribed in MI 61-101, based on sections 5.5(a) and 5.7(1)(a), as the fair market value of the related party participation in the amendment to the Debentures does not exceed 25% of the Corporation's current market capitalization. The board of directors of the Corporation has reviewed and approved the amendment to the Debentures to ensure that it was in the best interest of Diagnos and its shareholders.
The Corporation also announces that it intends to extend the exercise period of 8,333,333 stock warrants (each a "Warrant") issued as part of a non-brokered private placement of units initially announced on September 20, 2024 and set to expire on March 20, 2026. The extended expiry date shall be September 5, 2026. All other provisions of the Warrants, such as the Warrants exercise price of $0.40 per common share, shall remain unchanged and fully in effect during the extended exercise period.
The amendments to the Debentures and Warrants remain subject to the TSX Venture Exchange (the "Exchange") acceptance as well as execution of formal documentation. The Corporation will issue a follow up press release solely in the case where the Exchange rejects any of the amendments.
All monies quoted in this press release shall be stated and paid in lawful money of Canada.
About Diagnos
Diagnos is a publicly traded Canadian corporation with a mission of developing software tools for the early detection of critical health issues through the use of Artificial Intelligence.
Additional information is available at www.Diagnos.com and www.sedar.com
This news release contains forward-looking information. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in these statements. Diagnos disclaims any intention or obligation to publically update or revise any forward-looking information, whether as a result of new information, future events or otherwise. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact: Mr. André Larente, President Diagnos Inc. Tel: 450-678-8882 ext. 224 alarente@Diagnos.ca
