Algernon Health Announces Private Placement

Executive Summary

• Algernon Health Inc. announced a non‑brokered private placement of units for gross proceeds of $500,000 at $0.07 per unit.
• The company also converted subscription receipts into Series 1 preferred shares and warrants, issued finders’ warrants, and disclosed an amendment to its authorized share structure permitting unlimited preferred shares.
• Proceeds will be used to advance the Alzheimer’s Disease program, open the first U.S. brain‑specific neuroimaging clinic, cover G&A expenses, and provide working capital.

Key Details

• Offering Size & Price: $500,000 gross proceeds; $0.07 per unit.
• Unit Composition: 1 Class A common share + ½ Common Share purchase warrant per unit.
• Warrant Terms:
• Exercise price $0.15 for the first 12 months after issuance.
• Increases to $0.25 on the first anniversary (next 12 months).
• Increases to $0.50 on the second anniversary (subsequent 36 months).
• Acceleration Clause: If the common share trades ≥ $0.20 on the CSE for 20 consecutive trading days before the first anniversary, the exercise price jumps to $0.25 after 30‑day notice and later to $0.50 on the second anniversary.
• Closing Timeline: Expected to close in tranches on or before 30 Nov 2025.
• Finder Compensation: Up to 8 % of proceeds and units may be paid as cash finder’s fees and finders’ warrants.
• Use of Proceeds: Advance Alzheimer’s Disease program, open first U.S. brain‑specific neuroimaging clinic, fund general & administrative expenses, and provide working capital.
• Statutory Hold Period: Securities subject to a four‑month plus one day hold period under Canadian securities law.
• U.S. Offering Restrictions: Securities not registered in the United States; cannot be offered or sold to U.S. persons absent exemption/registration.

Additional Share Structure & Conversion Details

• Subscription Receipt Conversion: 1,268,334 subscription receipts converted into 1,268,334 Series 1 preferred shares and 634,167 Series 1 preferred share warrants (related to a private placement closed 24 Jul 2025).
• Finders’ Warrants Issued: 28,000 finders’ warrants for Series 1 preferred shares issued in connection with the subscription receipt private placement.
• Acquisition‑Related Issuances: 450,000 preferred shares and 450,000 preferred warrants issued as part of an acquisition completed on 22 May 2025.
• Share Structure Amendment: Shareholders approved amendment (19 Sep 2025) to allow unlimited authorized preferred shares; unlimited number may be designated as Series 1 Preferred Shares.

Series 1 Preferred Share Features

• Dividend: 10 % annual dividend payable in common or preferred shares at Board discretion.
• Conversion Ratio: Each Series 1 preferred share convertible, without additional consideration, into ten Class A common shares.
• Voting Rights: One vote per Series 1 preferred share.

Notable Quotes

“The proceeds from this offering will accelerate our Alzheimer’s Disease program and enable the launch of our first U.S. brain‑specific neuroimaging clinic, positioning Algernon Health at the forefront of early detection technologies.” – Christopher J. Moreau, CEO, Algernon Health Inc.