Diagnos to amend convertible debenture, warrant terms

Executive Summary

• Diagnos Inc. is amending the terms of $510,000 in unsecured convertible debentures, extending the maturity date to March 1, 2027, and reducing the conversion price from 38 cents to 32 cents per share.
• The company is simultaneously extending the expiry date of 8,333,333 outstanding stock warrants from March 20, 2026, to September 5, 2026, while maintaining the existing exercise price.
• The amendments are subject to TSX Venture Exchange acceptance and formal documentation, with regulatory exemptions secured for related-party participation under MI 61-101.

Key Details

• Debenture Structure & Terms:
• Aggregate principal amount: $510,000 of unsecured convertible debentures
• Maturity date extended from March 1, 2026, to March 1, 2027
• Conversion price amended from 38 cents to 32 cents per common share
• Yearly interest rate remains at 10% for the extended period (March 1, 2026 – March 1, 2027)
• All other debenture provisions remain unchanged
• Warrant Extension:
• Quantity: 8,333,333 stock warrants issued as part of a non-brokered private placement
• Original expiry date: March 20, 2026
• New expiry date: September 5, 2026
• Exercise price remains unchanged at 40 cents per common share
• All other warrant provisions remain unchanged
• Regulatory & Related Party Details:
• Insider Andre Larente holds debentures with a nominal aggregate value of $20,000
• Amendment exempt from MI 61-101 valuation and minority approval requirements per sections 5.5(a) and 5.7(1)(a), as related party participation does not exceed 25% of the corporation's current market capitalization
• Board of directors reviewed and approved the amendments as being in the best interest of Diagnos and its shareholders
• Amendments remain subject to TSX Venture Exchange acceptance and execution of formal documentation
• Follow-up release will be issued only if the exchange rejects any amendments
• Company Context:
• Diagnos Inc. is a publicly traded Canadian corporation developing AI-based software tools for the early detection of critical health issues.