Mr. John Gevisser reports
MEDX ANNOUNCES FINAL CLOSING OF NON-BROKERED PRIVATE PLACEMENT
Further to the press release dated April 15, 2026, when MedX Health Corp. announced application for an extension of time within which to effect further closings of the non-brokered private placement to accredited investors of Series IV convertible loan notes originally announced in its press release dated Feb. 2, 2026, and the first closing, which was announced in its press release of Feb. 27, 2026, it has finally closed on the private placement of Series IV convertible loan notes.
The initial closing, effective Feb. 27, 2026, comprised the issuance of $2.7-million of Series IV notes, of which $2.4-million was settled by holders of Series I convertible loan notes agreeing to surrender their Series I notes by way of subscription for Series IV notes, with the balance $300,000 coming from new subscriptions.
Further to that initial closing, subscriptions for a further $100,000 have been closed, so that a total of $2.8-million in Series IV notes have been issued.
The Series IV notes bear interest at 6 per cent per year, payable quarterly, and 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 be composed of 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.
As previously anticipated, certain insiders participated in this placement.
The company relies 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) as: (i) the fair market value of the proposed placement to the insiders does not exceed 25 per cent of the market capitalization of the company; and (ii) the conditions in Section 5.7(1)(a), Section 5.7(1)(b) and Section 5.7(1)(e) of MI 61-101 are met.
Qualified agents received total cash commissions of $6,000 and 60,000 agent warrants. No commissions were paid, and no agent warrants were issued in respect of any of the $2.4-million in Series IV notes issued on surrender of Series I notes. Each agent warrant, which is non-transferable, entitles the holder to acquire, at the price of 10 cents, a unit, composed of one fully paid common share and one-half of a non-transferable agent share purchase warrant. Each whole agent share purchase warrant will entitle the holder to acquire one additional common share at the price of 12.5 cents. The agent warrants and any agent share purchase warrants that may be issued pursuant to exercise of an agent warrant, if not exercised, will expire on the maturity date.
Funds raised in this placement were allocated as to $2.4-million in replacement of an equal value of Series I notes, and the balance of funds raised have been allocated toward 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 U.S. Food and Drug Administration, the Therapeutic Goods Administration, and Conformite Europeenne for use in Canada, the United States, Australia, New Zealand, the United Kingdom, the European Union and Turkey.
MedX's advanced telemedicine platform enables health care 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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