Mr. Andre Larente reports
DIAGNOS ANNOUNCES AMENDMENTS TO CONVERTIBLE DEBENTURES AND STOCK WARRANTS
Diagnos Inc. intends to amend the terms of an aggregate amount of $510,000 of unsecured convertible debentures, issued as part of a non-brokered private placement of units initially announced on March 1, 2022, and subsequently amended on March 1, 2025 (please refer to the news release dated Feb. 28, 2025). The amendments are as follows:
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The amended maturity date set for March 1, 2026, as announced in the news release dated Feb. 28, 2025, is extended to March 1, 2027.
- The conversion price of the debentures is amended from 38 cents to 32 cents.
- The amended yearly interest rate of 10 per cent, as announced in the news release dated Feb. 28, 2025, remains in effect for the extended period from March 1, 2026, to March 1, 2027.
All other provisions of the debentures shall remain unchanged and fully in effect during the extended period.
One insider of the corporation, Andre Larente, is the beneficial owner of two debentures for a nominal aggregate value of $20,000. Mr. Larente is considered a related party of the corporation within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The amendment to the debentures is exempt from the valuation requirement and the minority approval requirement prescribed in MI 61-101, based on sections 5.5(a) and 5.7(1)(a), as the fair market value of the related party participation in the amendment to the debentures does not exceed 25 per cent of the corporation's current market capitalization. The board of directors of the corporation has reviewed and approved the amendment to the debentures to ensure that it was in the best interest of Diagnos and its shareholders.
The corporation also announces that it intends to extend the exercise period of 8,333,333 stock warrants issued as part of a non-brokered private placement of units initially announced on Sept. 20, 2024, and set to expire on March 20, 2026. The extended expiry date shall be Sept. 5, 2026. All other provisions of the warrants, such as the warrants exercise price of 40 cents per common share, shall remain unchanged and fully in effect during the extended exercise period.
The amendments to the debentures and warrants remain subject to the TSX Venture Exchange acceptance, as well as execution of formal documentation. The corporation will issue a follow-up news release solely in the case where the exchange rejects any of the amendments.
All money quoted in this news release shall be stated and paid in lawful money of Canada.
About Diagnos Inc.
Diagnos is a publicly traded Canadian corporation with a mission of developing software tools for the early detection of critical health issues through the use of artificial intelligence.
We seek Safe Harbor.
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