Mr. Christopher Moreau reports
ALGERNON HEALTH ANNOUNCES PRIVATE PLACEMENT
Algernon Health Inc. has arranged a non-brokered private placement for gross proceeds of $500,000 of units at an issue price of seven cents per unit.
Each unit will consist of one Class A common share in the capital of the company and one-half common share purchase warrant. Each full common warrant will entitle the holder to acquire one common share at an exercise price of 15 cents per common warrant share for a period of 12 months from the issuance date, after which, on the first anniversary of the issuance date, the exercise price will increase to 25 cents per common warrant share for a period of 12 months from the first anniversary, and, on the second anniversary of the issuance date, the exercise price will increase to 50 cents per common warrant share for a period of 36 months from the second anniversary.
The common warrants are subject to an acceleration of their exercise price if, prior to the first anniversary, the common shares trade on the Canadian Securities Exchange at a price of 20 cents or greater for a period of 20 consecutive trading days. Following 30 days written notice to the holders of the common warrants, the exercise price will increase to 25 cents per common warrant share until the date of the second anniversary, and, on the second anniversary, the exercise price will increase to 50 cents per common warrant share for a period of 36 months form the second anniversary per the original terms of the common warrants.
The offering is expected to close in tranches on or before Nov. 30, 2025.
The company may pay cash finders' fees and finders' warrants to eligible finders, up to 8 per cent of the proceeds raised and units issued for investors introduced to the company by the eligible finder.
The company will use the proceeds of the offering to advance its Alzheimer's disease program toward the opening of its first U.S. brain-specific neuroimaging clinic, for general and administrative expenses, and for working capital purposes.
The securities issued and issuable, described in this news release, will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable Canadian securities legislation.
Additionally, the company announces the conversion of 1,268,334 subscription receipts into 1,268,334 Series 1 preferred shares and 634,167 Series 1 preferred share warrants pertaining to a private placement of subscription receipts that closed on July 24, 2025. The company also issued 28,000 finders' warrants to purchase Series 1 preferred shares to eligible finders in connection with the private placement of the subscription receipts. Additionally, 450,000 preferred shares and 450,000 preferred warrants were issued pertaining to an acquisition completed on May 22, 2025.
An alteration to the company's authorized share structure and articles, to include an unlimited number of preferred shares, of which an unlimited number of preferred shares were to be designated as Series 1 preferred shares, was approved by the company's shareholders at the annual and special meeting held on Sept. 19, 2025.
The Series 1 preferred shares include a 10-per-cent annual dividend payable in common shares or preferred shares at the discretion of the company's board of directors, and each Series 1 preferred share is convertible into, without payment of any consideration and without further action on the part of the holder thereof, 10 Class A common shares of the company. The Series 1 preferred shares are voting shares and carry one vote each.
About Algernon Health Inc.
Algernon Health is a Canadian health care company focused on the provision of brain specific PET scanning services through a planned network of new clinics in North America for the early-stage detection of Alzheimer's disease, as well as other forms of dementia, epilepsy, neuro-oncology and movement disorders. Algernon is also the parent company of a private subsidiary called Algernon NeuroScience that has been advancing a psychedelic program investigating a proprietary form of DMT for stroke and traumatic brain injury recovery. The company also owns a 20-per-cent equity position in Seyltx, a private United States-based drug development company advancing a chronic cough drug called Ifenprodil.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.