Mr. Adrian Mendes reports

PERIMETER MEDICAL IMAGING AI CLOSES FINAL TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

Further to Perimeter Medical Imaging AI Inc.'s press releases dated April 21, 2026, and April 28, 2026, it has closed the second and final tranche of its previously announced non-brokered private placement of convertible debentures of the company. Under the second tranche of the debenture offering, the company has issued $3.28-million principal amount of convertible debentures.

Under the first tranche of the debenture offering, the company issued $2.76-million principal amount of convertible debentures to Adrian Mendes, its chief executive officer. Under the debenture offering, the company has issued an aggregate of $6.04-million principal amount of convertible debentures.

Each convertible debenture consists of $1,000 principal amount of 3.59 per cent convertible debentures of the company, maturing on April 27, 2029. The outstanding principal under the convertible debentures is (i) convertible at the option of the holder, at any time prior to the close of business on the last business day immediately preceding the maturity date, into units of the company at the conversion price of 41.5 cents per debenture unit or (ii) automatically converted into debenture units at the conversion price upon the occurrence of, and immediately following, any transaction that results in the company continuing from the jurisdiction of British Columbia, Canada to the United States, any state thereof, or the district of Columbia (a redomiciling transaction).

Each debenture unit will be comprised of one common share in the capital of the company and one common share purchase warrant. Each debenture warrant shall entitle the holder to acquire one common share until April 27, 2031, at an exercise price of 59 cents.

The accrued and unpaid interest under the convertible debentures will be satisfied on the maturity date or upon the occurrence of a redomiciling transaction in either cash or, at the option of the company and subject to the approval of the TSX Venture Exchange, by the issue of the equivalent value in units of the company at a price per interest unit equal to the volume-weighted average price of the common shares on the TSX-V for the five trading days preceding the applicable conversion date (provided that such price is not less than the market price (as such term is defined in the policies of the TSX-V) of the common shares at the time of conversion). Each interest unit will consist of one common share and one common share purchase warrant. Each Interest warrant shall entitle the holder to acquire one common share until April 27, 2031, at an exercise price equal to a 43.0-per-cent premium to the interest conversion price.

The company paid a finder's fee to Roadmap Capital Inc. equal to 7 per cent of the proceeds from the sale of convertible debentures to a certain investor by paying cash in the amount of $35,000.

The company intends to use the proceeds of the debenture offering for working capital and general corporate purposes. All securities issued pursuant to the debenture offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable Canadian securities laws.

SC Master Holdings LLC, a related party of the company, purchased a total of $2.78-million principal amount convertible debentures under the second tranche of the debenture offering. The placement to such person constituted a related party transaction within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related party, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101). The company filed a material change report more than 21 days before the closing of the second tranche of the debenture offering.

Early warning disclosure

In accordance with the requirements of National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Social Capital is required to file an early warning report relating to its acquisition of $2.78-million principal amount of convertible debentures under the debenture offering. Prior to the closing of the second tranche of the debenture offering, Social Capital owned 29,089,337 common shares and 115,217 common share purchase warrants, which represented approximately 18.96 per cent of the common shares outstanding on an undiluted basis and 19.02 per cent on a partially diluted basis, assuming the exercise of the 115,217 owned warrants. Following the closing of the debenture offering, Social Capital now owns 29,089,337 common shares, 115,217 owned warrants and $2.78-million principal amount of convertible debentures, representing approximately 18.96 per cent of the common shares outstanding on an undiluted and 25.52 per cent on a partially diluted basis, assuming the exercise of the 115,217 owned warrants and $2.78-million principal amount of convertible debentures (including the 6,698,795 debenture warrants underlying the debenture units). Social Capital acquired the convertible debentures for investment purposes. In the future, Social Capital will evaluate its investment in the company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease its shareholdings as circumstances require through market transactions, private agreements, or otherwise.

A copy of the early warning report to be filed by Social Capital may be obtained under the company's profile on SEDAR+ or may be obtained by contacting the company at 1-888-988-7465 (PINK).

Issuance of stock options

On June 5, 2026, the company approved the grant of 8,969,181 stock options to certain directors and officers, and 260,000 options to employees as a key retention incentive tool. Each stock option entitles the holder to acquire one common share of the company. Director and officer options are priced at an exercise price equal to 35 cents per common share, vesting starting immediately at 1/48th over four years will expire 10 years from the date of grant. Employee options are priced at 31 cents per common share, 25 per cent of the options will vest on the one-year anniversary of grant and the remaining options will vest monthly in one/48th increments over the following three years and will expire 10 years from the date of grant.

About Perimeter Medical Imaging AI Inc.

Based in Toronto, Canada, and Dallas, Tex., Perimeter Medical Imaging AI is a medical technology company driven to transform cancer surgery with ultrahigh-resolution, real-time, advanced imaging tools to address areas of high unmet medical need. Claire, recently approved by the U.S. Food and Drug Administration (FDA), is the company's next-generation AI-enabled device. The company's ticker symbol, PINK, is a reference to the pink ribbons used during Breast Cancer Awareness Month.

Indications for use: The Claire OCT system is an adjunctive three-dimensional imaging tool which provides volumetric cross-sectional, real-time depth visualization, coupled with an artificial intelligence computer-aided detection algorithm which identifies and marks focal areas suspicious for breast cancer. It is used concurrently with physician interpretation of the images. The Claire OCT system is intended for use in conjunction with other standard methods for evaluation of the margins of excised lumpectomy tissue during surgical procedures in patients with a biopsy-confirmed diagnosis of breast cancer.

The Claire OCT system should not be used to replace standard tissue histopathology assessment and should not be used for diagnosis. The device is not intended for use in any of the following individuals: under the age of 18, male, have metastatic cancer (Stage IV), have lobular carcinoma as their primary diagnosis, have had previous ipsilateral breast surgery for benign or malignant disease within two years (including implants and breast augmentation), patients with multicentric disease (histologically diagnosed cancer in two different quadrants of the breast), unless resected in a single specimen, patients with bilateral disease (diagnosed cancer in both breasts), patients who are currently lactating, patients who are currently pregnant, or concurrent use in surgeries with cryo-assisted localization. Refer to prescriber labelling for full safety information.

We seek Safe Harbor.