Original News Release
Perimeter closes $2.22M second tranche of offering
Mr. Adrian Mendes reports
PERIMETER ANNOUNCES CLOSING OF FINAL TRANCHE OF PROSPECTUS OFFERING FOR $2.25 MILLION; TOTAL GROSS PROCEEDS OF $5.35 MILLION RAISED UNDER PROSPECTUS OFFERING
Perimeter Medical Imaging AI Inc. has closed the second tranche of its previously announced prospectus offering of units of the company and prefinanced units of the company. The offering was completed on a reasonable best effort agency basis pursuant to an agency agreement dated May 29, 2025, between the company and AGP Canada Investments ULC. Pursuant to the offering, the company has issued an aggregate of 7,416,667 units at a price of 30 cents per unit for aggregate gross proceeds of approximately $2,225,000. Inclusive of the closing of the initial tranche, the company has issued an aggregate of 17,849,468 units pursuant to the offering, for aggregate gross proceeds of approximately $5,354,840. The company does not expect to close any further tranches of the offering.
Each unit is composed of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder to acquire an additional common share for a period of 60 months at an exercise price of 35 cents.
In connection with the second tranche closing of the offering, the company paid the agent a cash commission equal to 3.5 per cent of the proceeds of the offering attributable to non-management subscribers.
The company intends to use the net proceeds from the offering to continue the commercialization of its technology, establish clinical evidence and continue product development. The company also intends to use the net proceeds for working capital and other general corporate purposes.
The offering was completed by way of a short form prospectus dated May 29, 2025. The prospectus and the agency agreement are available on SEDAR+ and contain important detailed information about the offering.
Adrian Mendes, an officer of the company, purchased a total of 3,333,334 units under the offering. The placement to such person constituted a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related-party participation in the placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101). The company has not filed a material change report more than 21 days before the expected closing of the offering as the details of the offering and the participants thereof were only finalized shortly before the closing of the offering.
About Perimeter Medical Imaging AI Inc.
Based in Toronto, Canada, and Dallas, Tex., Perimeter is a medical technology company driven to transform cancer surgery with ultrahigh-resolution, real-time, advanced imaging tools to address areas of high unmet medical need. Available across the United States, its Food and Drug Administration-cleared Perimeter S-Series OCT system provides real-time, cross-sectional visualization of excised tissues at the cellular level. The breakthrough-device-designated investigational Perimeter B-Series OCT with ImgAssist AI represents its next-generation artificial intelligence technology that is currently being evaluated in a pivotal clinical trial, with support from a grant of up to $7.4-million (U.S.) awarded by the Cancer Prevention and Research Institute of Texas. The company's ticker symbol PINK is a reference to the pink ribbons used during breast cancer awareness month.
Perimeter B-Series OCT is limited by U.S. law to investigational use and not available for sale in the United States. Perimeter S-Series OCT has 510(k) clearance under a general indication and has not been evaluated by the U.S. FDA specifically for use in breast tissue, breast cancer, other types of cancer, margin evaluation and reducing re-excision rates. The safety and effectiveness of these uses have not been established.
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