MedX Health arranges $5-million note financing

Executive Summary

• MedX Health Corp. announced a non-brokered private placement of up to $5 million in Series IV Convertible Loan Notes to accredited investors.
• The notes carry a 6% annual interest rate, payable quarterly, and mature on December 31, 2028, with conversion rights into units at 10 cents per unit.
• Proceeds are designated for redeeming outstanding Series I notes, developing the SIAscopy/DermSecure telemedicine platform, expanding into the occupational health marketplace, and general corporate purposes.

Key Details

• Instrument: Series IV Convertible Loan Notes.
• Maximum Gross Proceeds: Up to $5,000,000.
• Note Structure: Up to 100 notes, each with a face value of $50,000.
• Interest Rate: 6% per year, payable quarterly.
• Maturity Date: December 31, 2028.
• Conversion Terms: Convertible at the holder's option into units at a price of 10 cents per unit at any time until maturity.
• Underlying Unit Composition: Each unit comprises one fully paid common share and one-half of a share purchase warrant.
• Warrant Terms: Each whole share purchase warrant is exercisable to purchase one additional common share at a price of 12.5 cents. Warrants expire on the maturity date.
• Minimum Subscription: $2,650,000.
• Closing Conditions: Subject to receipt of subscriptions, regulatory approvals, and stock exchange acceptances.
• Series I Note Exchange: Holders of Series I convertible loan notes may surrender them by way of subscription for Series IV notes.
• Regulatory Exemptions: The company intends to rely on exemptions from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 if insiders participate.
• Agent Compensation: Qualified agents receive a 6% cash commission on gross proceeds and agents' warrants equal to 6% of subscriptions introduced.
• Agent Warrant Terms: Non-transferable; entitles holder to acquire units at 10 cents per unit (comprising one common share and one-half non-transferable agent's share purchase warrant); agent's share purchase warrant allows acquisition of one additional common share at 12.5 cents. Agent warrants expire on the maturity date.
• Use of Proceeds:
  • Redemption of Series I notes not surrendered for Series IV notes.
  • Continuing development of the SIAscopy on DermSecure telemedicine platform.
  • Building out the launch of technology into the occupational health marketplace.
  • General corporate purposes.