MedX Health closes $2.7-million private placement

Executive Summary

• MedX Health Corp. has closed the initial tranche of its non-brokered private placement of Series IV Convertible Loan Notes, raising $2.7 million from accredited investors.
• The total offering size is up to $5 million, consisting of up to 100 convertible loan notes with a face value of $50,000 each.
• The funds raised will be used to redeem outstanding Series I notes, develop the SIAscopy/DermSecure telemedicine platform, expand into the occupational health marketplace, and for general corporate purposes.

Key Details

• Transaction Structure: Non-brokered private placement of Series IV Convertible Loan Notes.
• Initial Closing Amount: $2,700,000.
• Total Offering Size: Up to $5,000,000.
• Instrument Terms:
  • Up to 100 convertible loan notes.
  • Face value: $50,000 per note.
  • Interest Rate: 6% per year, payable quarterly.
  • Maturity Date: December 31, 2028.
• Conversion Rights:
  • Convertible at the holder's option into units at a price of $0.10 per unit.
  • Conversion available at any time until maturity.
• Unit Composition:
  • Each unit comprises one fully paid common share and one-half of a share purchase warrant.
  • Each whole warrant is exercisable to purchase one additional common share at $0.125.
  • Warrants expire on the maturity date.
• Existing Noteholders: Holders of Series I convertible loan notes may surrender them in exchange for Series IV notes.
• Regulatory/Insider Participation:
  • Closing of the balance is subject to regulatory and stock exchange approvals.
  • Insiders are anticipated to participate, relying on exemptions from formal valuation and minority shareholder approval under Multilateral Instrument 61-101.
• Agent Compensation:
  • Cash commission: 6% of gross proceeds from units sold to subscribers introduced by qualified agents.
  • Agent Warrants: Equal to 6% of subscriptions introduced by agents.
  • Agent Warrant Terms: Non-transferable; entitles holder to acquire one unit (one common share + 1/2 warrant) at $0.10.
  • Agent Share Purchase Warrant: Entitles holder to acquire one additional common share at $0.125.
  • Agent Warrants expire on the maturity date if not exercised.
• Use of Proceeds:
  • Redemption of Series I notes not surrendered for Series IV notes.
  • Continuing development of SIAscopy on the DermSecure telemedicine platform.
  • Launch of technology into the occupational health marketplace.
  • General corporate purposes.