Mr. Stephen Kilmer reports

PERIMETER MEDICAL IMAGING AI CLOSES FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT

Perimeter Medical Imaging AI Inc., further to its news release dated April 21, 2026, has closed the first tranche of its previously announced non-brokered private placement of convertible debentures of the company. Under the first tranche of the debenture offering, the company has issued $2.76-million (Canadian) (approximately $2.0-million (U.S.)) principal amount of convertible debentures to Adrian Mendes, its chief executive officer.

The company expects to complete additional closings of the debenture offering of up to $3.0-million (U.S.) for aggregate gross proceeds of up to $5.0-million (U.S.).

The company also expects to close its previously announced brokered best efforts offering under the listed issuer financing exemption (LIFE), for aggregate gross proceeds of up to approximately $7.5-million (Canadian), on or about May 5, 2026.

Each convertible debenture consists of $1,000 (Canadian) principal amount of 3.59 per cent convertible debentures of the company, maturing on April 27, 2029. The outstanding principal under the convertible debentures is: (i) convertible at the option of the holder, at any time prior to the close of business on the last business day immediately preceding the maturity date, into units of the company, at the conversion price of 41.5 Canadian cents per debenture unit; or (ii) automatically converted into debenture units at the conversion price upon the occurrence of, and immediately following, any transaction that results in the company continuing from the jurisdiction of British Columbia, Canada, to the United States, any state thereof, or the district of Columbia.

Each debenture unit will comprise one common share in the capital of the company and one common share purchase warrant. Each debenture warrant shall entitle the holder to acquire one common share until April 27, 2031, at an exercise price of 59 Canadian cents.

The accrued and unpaid interest under the convertible debentures will be satisfied on the maturity date or upon the occurrence of a redomiciling transaction in either cash or, at the option of the company and subject to the approval of the TSX Venture Exchange, by the issue of the equivalent value in units of the company at a price per interest unit equal to the volume-weighted average price of the common shares on the TSX-V for the five trading days preceding the applicable conversion date (provided that such price is not less than the market price (as such term is defined in the policies of the TSX-v) of the common shares at the time of conversion). Each interest unit will consist of one common share and one common share purchase warrant. Each interest warrant shall entitle the holder to acquire one common share until April 27, 2031, at an exercise price equal to a 43.0-per-cent premium to the interest conversion price.

The company intends to use the proceeds of the debenture offering for working capital and general corporate purposes. All securities issued pursuant to the debenture offering 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 laws.

Mr. Mendes purchased a total of $2.76-million (Canadian) principal amount convertible debentures under the debenture offering. The placement to such person constituted a related party transaction within the meaning of TSX-V 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 party, 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 closing of the first tranche of the debenture offering as the details of the debenture offering and the participants thereof were only finalized shortly before the closing of the first tranche of the debenture offering.

Early warning disclosure

In accordance with the requirements of National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Mr. Mendes is required to file an early warning report relating to his acquisition of $2.76-million (Canadian) principal amount of convertible debentures under the debenture offering. Prior to the debenture offering, Mr. Mendes owned 15,361,726 common shares, 14,989,976 common share purchase warrants and 2,905,908 options to purchase common shares, which represented approximately 11.6 per cent of the common shares outstanding on an undiluted basis and 22.2 per cent on a partially diluted basis, assuming the exercise of the 14,989,976 owned warrants and 2,905,908 options. Following the closing of the debenture offering, Mr. Mendes now owns 15,361,726 common shares, 14,989,976 owned warrants, 2,905,908 options and $2.76-million (Canadian) principal amount of convertible debentures, representing approximately 11.6 per cent of the common shares outstanding on an undiluted and 28.5 per cent on a partially diluted basis, assuming the exercise of the 14,989,976 owned warrants, 2,905,908 options and $2.76-million (Canadian) principal amount of convertible debentures (including the 6,650,602 debenture warrants underlying the debenture units). Mr. Mendes acquired the convertible debentures for investment purposes. The convertible debentures and certain of the owned warrants are subject to a blocker provision providing that Mr. Mendes shall not be entitled to convert the convertible debentures or exercise such owned warrants to the extent that, after giving effect to such conversion or exercise, as applicable, Mr. Mendes would beneficially own more than 20 per cent of the common shares issued and outstanding at the time of exercise, unless the company has first obtained shareholder approval thereof in accordance with the policies of the TSX-V and the TSX-V has in any case confirmed the suitability of Mr. Mendes as a new control person of the company (as such term is defined in the policies of the TSX-V). Therefore, Mr. Mendes was not a control person (as such term is defined in the policies of the TSX-V) prior to the closing of the debenture offering and the debenture offering has not resulted in the creation of a new control person of the company. In the future, Mr. Mendes will evaluate his investment in the company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease his shareholdings as circumstances require through market transactions, private agreements or otherwise.

A copy of the early warning report to be filed by Mr. Mendes may be obtained under the company's profile on SEDAR+ or may be obtained by contacting the company at 1-888-988-7465.

About Perimeter Medical Imaging AI Inc.

Based in Toronto, Canada, and Dallas, Tex., Perimeter Medical Imaging AI 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. Claire, recently approved by the U.S. Food and Drug Administration (FDA), is the company's next-generation AI-enabled (artificial intelligence) device. The company's ticker symbol PINK is a reference to the pink ribbons used during breast cancer awareness month.

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