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Diagnos Inc. ("Diagnos" or the "Corporation") (TSX Venture: ADK, OTCQB: DGNOF, FWB: 4D4A), a pioneer in early detection of critical health issues using advanced technology based on Artificial Intelligence ( AI ), announces that it has closed a non-brokered private placement ("Private placement"), initially announced on September 3, 2025, of 10 units (each a "Unit") issued at a price of $10,000 per Unit, for gross proceeds of $100,000.
Each Unit consists of:
- One $10,000 unsecured convertible debenture (each a "Debenture"), and
- 10,000 stock warrants (each a "Warrant").
Each Debenture has a term of 12 months ending on September 5, 2026 (the "Term") and bears interest at the annual rate of 10% payable in cash on a semi-annual basis. At the option of the holder of the Debenture, the principal amount may be converted, at any time during the Term, into common shares of the Corporation (each a "Share") at a price of $0.28 per Share.
Each Warrant entitles the holder to purchase one Share at a price of $0.40 per Share, at any time during the Term,
The proceeds from the Private placement will be used mainly to fund product development, commercialization of AI-based screening services as well as general and administrative expenses.
The Units have been subscribed by one director of the Corporation. The director 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 transaction 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 Private placement does not exceed 25% of the Corporation's market capitalization. The board of directors of the Corporation has reviewed and approved the Private placement to ensure that it was in the best interest of the Corporation and its shareholders.
All securities to be issued as part of the Private placement are subject to a statutory hold period ending on January 6, 2026.
The Private placement remains subject to receipt of all required approvals, including the approval of the TSX Venture Exchange, as well as full receipt of funds and execution of formal documentation.
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 dedicated to early detection of critical eye-related health problems. By leveraging Artificial Intelligence, Diagnos aims to provide more information to healthcare clinicians to enhance Diagnostic accuracy, streamline workflows, and improve patient outcomes on a global scale.
Additional information is available at www.Diagnos.com and www.sedarplus.com .
This press release contains forward-looking information. We cannot guarantee that the forward-looking information mentioned will prove to be accurate, as there may be a significant discrepancy between actual results or future events and those mentioned in this statement. Diagnos disclaims any intention or obligation to publicly 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 press release is expressly covered by this caution.
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
