Mr. John Gevisser reports
MEDX ANNOUNCES $2,700,000 INITIAL CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF SERIES IV CONVERTIBLE LOAN NOTES
Further to MedX Health Corp.'s press release dated Feb. 2, 2026, it has surpassed the minimum subscription and closed on an initial closing of $2.7-million of the non-brokered private placement to accredited investors. The private placement is for up to $5-million by issuance of up to 100 convertible loan notes, each with a face value of $50,000 (Series IV notes). The Series IV notes will bear interest at 6 per cent per year, payable quarterly, and will mature on Dec. 31, 2028. The Series IV notes may be converted, at the option of the holder, into units at 10 cents per unit at any time until the maturity date. Each unit will comprise one fully paid common share and one-half of a share purchase warrant. Each whole share purchase warrant will be exercisable to purchase one further common share at the price of 12.5 cents, exercisable for a period expiring on the maturity date.
Closing of the balance of placement will be subject to receipt of subscriptions and a number of other conditions, including without limitation the receipt of all relevant regulatory and stock exchange approvals or acceptances. Holders of Series I convertible loan notes who wish to do so, will be able to surrender their Series I notes by way of subscription for Series IV notes. It is anticipated that, subject to compliance with relevant regulatory provisions, certain insiders will participate in this placement, in which case the company will rely on exemptions from formal valuation and minority shareholder approval requirements set out in Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions.
Qualified agents will receive a cash commission equal to 6 per cent of the gross proceeds received by the company from the sale of the units to subscribers introduced by such agent(s) and agent's warrants equal to 6 per cent of subscriptions introduced by such agent(s). Each agent's warrant, which will be non-transferable, will entitle the holder to acquire, at the price of 10 cents, a unit, comprising one fully paid common share and one-half of a non-transferable agent's share purchase warrant; each whole agent's share purchase warrant, will entitle the holder to acquire one additional common share at the price of 12.5 cents. The agent's warrants and any agent's share purchase warrants that may be issued pursuant to exercise of an agent's warrant, if not exercised, will expire on the maturity date.
Funds raised in this placement will be allocated to redemption of any Series I notes that are not surrendered by way of subscription for Series IV notes, continuing development of the company's leading edge SIAscopy on DermSecure telemedicine platform, building out the launch of its technology into the occupational health marketplace and general corporate purposes.
About MedX Health Corp.
MedX Health, headquartered in Ontario, Canada, is a data-enabled medical technology company specializing in non-invasive skin-screening and teledermatology through its proprietary SIAscopy imaging technology and DermSecure platform. The company focuses on improving early detection of skin cancer and expanding digital dermatology and skin care services in investigational (that is, contract research organizations) and for beauty and aesthetics sponsors and operators. Its proprietary SIAscopy technology, integrated into the DermSecure platform, enables pain-free, accurate imaging of skin lesions for rapid dermatologist review. These products are cleared by Health Canada, the United States Food and Drug Administration, the Therapeutic Goods Administration and Conformite Europeenne, for use in Canada, the U.S., Australia, New Zealand, the United Kingdom, the European Union and Turkey. MedX's advanced telemedicine platform enables healt hcare professionals to quickly and accurately assess suspicious moles, lesions and other skin conditions through its proprietary imaging technology, SIAscopy and its secure, cloud-based patient management system, DermSecure. SIAscopy is the only technology capable of the simultaneous, non-invasive measurement of the concentration and spatial distribution of melanin, hemoglobin, and collagen in the epidermis and dermis of human skin.
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