DIAGNOS Publicizes Closing of First Tranche of Non-public Placement

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BROSSARD, Quebec, Feb. 27, 2024 (GLOBE NEWSWIRE) — DIAGNOS Inc. (“DIAGNOS” or the “Company”) (TSX Enterprise: ADK) (OTCQB: DGNOF), a pioneer in early detection of important well being points via using Synthetic Intelligence (AI) applied sciences, declares the closing of a primary tranche of 1,414,286 models (every a “Unit”) issued at a value of $0.28 per Unit, for gross proceeds of $396,000.08, of a non-brokered non-public placement of as much as 4,285,714 models, issued at a value of $0.28 per Unit, for gross proceeds of as much as $1,200,000 (“Non-public Placement”). DIAGNOS expects to shut a second and ultimate tranche of the Non-public Placement on March 12, 2024.

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Every Unit consists of:

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• One (1) frequent share (“Share”), and
• One (1) frequent share warrant (“Warrant”).

Every Warrant will be exercised to buy one Share at a value of $0.40 per Share for a interval of 18 months ending August 27, 2025. An mixture variety of 1,414,286 Warrants have been issued as a part of the closing of the primary tranche of the Non-public Placement.

The online proceeds from the primary tranche of the Non-public Placement will likely be used to fund product growth and commercialization of AI-based screening providers in addition to basic and administrative operations.

In reference to the closing of the primary tranche of the Non-public Placement, the Company shall (i) pay a money fee of $13,720 to 1 certified agency performing at arm’s size (“Finder”) and (ii) challenge 49,000 finder’s warrants to the Finder. Every finder’s warrant entitles the Finder to buy one Share at an train value of $0.40 per Share for a interval of 18 months ending August 27, 2025.

All securities issued as a part of the primary tranche of the Non-public Placement are topic to a statutory maintain interval ending June 28, 2024.

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One insider of the Company, Mr. Tristram Coffin, not directly via 9071-8776 Quebec Inc., participated within the closing of the primary tranche of the Non-public Placement by subscribing for 700,000 Items representing a money consideration of $196,000 (the “Transaction”). Assuming the train of all of its excellent securities together with the Warrants, the insider would, straight and not directly, train management over 9,518,990 Shares of the Company representing 12.31% of the overall issued Shares instantly following the closing of the primary tranche of the Non-public Placement, on {a partially} diluted foundation. The insider is taken into account a “associated occasion” of the Company inside the which means of Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (“MI 61-101”). The Transaction is exempt from the valuation requirement and the minority approval requirement prescribed in MI 61-101, based mostly on sections 5.5(a) and 5.7(1)(a), because the honest market worth of the associated occasion participation within the closing of the primary tranche of the Non-public Placement doesn’t exceed 25% of the Company’s present market capitalization. The board of administrators of the Company has reviewed and accredited the Transaction to make sure that it was in the perfect curiosity of DIAGNOS and its shareholders. The Company didn’t file a cloth change report in respect of the Transaction 21 days prematurely of the closing of the non-public placements as a result of insider participation had not been confirmed. The shorter interval was obligatory with the intention to allow the Company to shut the non-public placement in a timeframe in step with traditional market apply for participations of this nature.

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The closing of the Non-public Placement stays topic to receipt of all required approvals, together with the approval of the TSX Enterprise Change, in addition to execution of formal documentation.

All monies quoted on this press launch shall be said and paid in lawful cash of Canada.

About DIAGNOS

DIAGNOS is a publicly traded Canadian company devoted to early detection of important well being issues based mostly on its FLAIRE Synthetic Intelligence (AI) platform. FLAIRE permits for fast modifying and growing of functions reminiscent of CARA (Pc Assisted Retina Evaluation). CARA’s picture enhancement algorithms present sharper, clearer and easier-to-analyze retinal photographs. CARA is an economical software for real-time screening of huge volumes of sufferers.

Extra data is accessible at www.diagnos.ca and www.sedar.com.

For additional data, please contact:

Mr. André Larente, President
DIAGNOS Inc.
Tel: 450-678-8882 ext. 224
alarente@diagnos.ca

Neither the TSX Enterprise Change nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts duty for the adequacy or accuracy of this launch.

This press launch comprises forward-looking data. We can’t assure that the forward-looking data talked about will show to be correct, as there could also be a big discrepancy between precise outcomes or future occasions and people talked about on this assertion. DIAGNOS disclaims any intention or obligation to publicly replace or revise any forward-looking data, whether or not because of new data, future occasions or in any other case. The forward-looking data contained on this press launch is expressly lined by this warning.

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