Telo Genomics Closes Second and Final Tranche of Convertible Debentures Financing

Executive Summary

• Telo Genomics Corp. closed the second and final tranche of its non‑brokered private placement, issuing secured convertible debentures for an additional $545,000, bringing total gross proceeds to $1,385,000.
• The debentures bear 15% annual interest (compounded quarterly), mature on December 15 2026, and are convertible at $0.05 per share; each $0.05 of principal also carries one detachable warrant exercisable at $0.08 until March 6 2027 (10.9 M warrants issued).
• Proceeds will be used for laboratory trials and general working capital; related‑party participation by the CFO and a director was disclosed and deemed exempt from minority‑shareholder approval under MI 61‑101.

Key Details

• Second Tranche Gross Proceeds: $545,000 (aggregate offering proceeds $1,385,000).
• Debenture Terms: 15% per annum interest, compounded quarterly; maturity 15 Dec 2026; conversion price $0.05 per common share; no pre‑payment right for the company.
• Warrant Issuance: 10,900,000 detachable warrants issued (one warrant per $0.05 principal); exercise price $0.08 per share; exercisable until 6 Mar 2027.
• Finder’s Fees & Warrants: Cash finder’s fees of $33,950 paid; 679,000 finder’s warrants issued (exercise price $0.08, exercisable until 6 Mar 2028).
• Holding Period: All securities issued are subject to a four‑month‑plus‑one‑day hold period, expiring 7 Jul 2026 under Canadian securities law.
• Use of Proceeds: Lab trials and general working capital.
• Related Party Participation:
• John Price (CFO) – $10,000 debentures + 200,000 warrants.
• John Farlinger (Director) – $35,000 debentures + 700,000 warrants.
• Total related‑party subscription: $45,000 (≈ 3% of total offering).
• Regulatory Conditions: Offering subject to TSX Venture Exchange approvals and compliance with MI 61‑101 exemptions.

Notable Quotes

(No direct quotes were provided in the release.)