Telo Genomics closes debenture financing

Mr. John Price reports TELO GENOMICS CLOSES SECOND AND FINAL TRANCHE OF CONVERTIBLE DEBENTURES FINANCING Telo Genomics Corp. has closed the second and final tranche of its previously announced non-brokered private placement offering of non-transferable secured convertible debentures (see news releases dated Jan. 19, 2026, Feb. 18, 2026, and Feb. 27, 2026) by issuing debentures for gross proceeds of $545,000, for aggregate gross proceeds from the offering of $1,385,000. The debentures bear interest at a rate of 15 per cent per annum, compounded quarterly, and will mature on Dec. 15, 2026. The principal amount of the debentures may, at the holder's election, at any time before the maturity date, be converted into common shares of the company at a conversion price of five cents per share. The company has no right to prepay the debentures prior to the maturity date. In connection with the sale of the debentures, the company issued to the purchasers one transferable detachable warrant for every five cents of principal amount of the debentures subscribed for. The company issued an aggregate of 10.9 million warrants in connection with the second tranche. Each warrant will be exercisable to acquire one share at an exercise price of eight cents per share until March 6, 2027. The proceeds raised from the offering are expected to be used for lab trials and general working capital. In connection with the second tranche, the company paid cash finders' fees of $33,950 and issued 679,000 finders' warrants. Each finder's warrant will be exercisable to acquire one share at an exercise price of eight cents per share until March 6, 2028. The debentures, warrants and finders' warrants issued in connection with the second tranche and any securities issuable upon conversion or exercise will be subject to a four-month-and-one-day hold period, expiring July 7, 2026, in accordance with applicable Canadian securities laws. The offering is subject to certain conditions, including, but not limited to, receipt of all necessary approvals from the TSX Venture Exchange. Pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, the company advises that two subscribers who purchased an aggregate of $45,000 of debentures under the second tranche are considered to be related parties of the company. Specifically, John Price, the chief executive officer of the company, subscribed for $10,000 of debentures and 200,000 warrants, and John Farlinger, a director of the company, subscribed for $35,000 of debentures and 700,000 warrants. Each insider's participation in the offering constitutes a related party transaction for the purposes of MI 61-101. The company is relying on the exemptions from the formal valuation requirements contained in Section 5.5(a) of MI 61-101 and from the minority shareholder approval requirements contained in Section 5.7(1)(a) of MI 61-101, as the fair market value of the related party participation does not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. About Telo Genomics Corp. Telo Genomics is a biotech company pioneering the most comprehensive telomere platform in the industry with powerful applications and prognostic solutions. These include liquid biopsies and related technologies in oncology and neurological diseases. Liquid biopsy is a rapidly growing field of significant interest to the medical community for being less invasive and more easily replicated than traditional diagnostic approaches. By combining its team's considerable expertise in quantitative analysis of 3-D telomeres with molecular biology and artificial intelligence to recognize disease associated genetic instability, Telo Genomics is developing simple and accurate products that improve day-to-day care for patients by serving the needs of pathologists, clinicians, academic researchers and drug developers. The benefits of the company's proprietary technology have been substantiated in 160-plus peer-reviewed publications and in 30-plus clinical studies involving more than 3,000 patients with multiple cancers and Alzheimer's disease. The company's lead application, Telo-MM, is being developed to provide important, actionable information to medical professionals in the treatment of multiple myeloma, a deadly form of blood cancer. We seek Safe Harbor.