Toronto, Ontario--(Newsfile Corp. - April 14, 2025) - DiagnaMed Holdings Corp. (CSE: DMED) (OTCQB: DGNMF) ("DiagnaMed" or the "Company"), a leading provider of cutting-edge technology solutions for the hydrogen and life sciences industries, is pleased to announce that it has closed its previously announced private placement by issuing 13,250,333 units of the Company at an issue price of $0.03 per unit for aggregate gross proceeds of $397,510.
Each unit consists of one common share in the capital of the company and one common share purchase warrant, with each warrant entitling the holder to acquire one additional common share for a period of 24 months from closing at an exercise price of $0.05.
In connection with the closing of the offering, the Company paid finders' fees in the aggregate amount of $29,760.80 and issued 992,027 finder warrants. Each finder warrant entitles the holder to acquire one additional common share for a period of 24 months from closing at an exercise price of $0.05.
As disclosed in the offering document dated February 27, 2025, the Company intends to use the net proceeds from the offering for the research, development and commercialization of its hydrogen production and monitor technology and BRAIN AGE® Brain Health AI Platform, and for general corporate and working capital purposes. The offering document may be accessed under the Company's profile at SEDAR+ and on the Company's website.
All of the units were issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions. As such, the units are not be subject to resale restrictions pursuant to applicable Canadian securities laws.
Fabio Chianelli, the Chairman and CEO of the Company, subscribed for 850,000 units, representing gross proceeds to the company of $25,500. The participation by Mr. Chianelli in the offering is considered a related party transaction as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Mr. Chianelli's participation is exempt from the formal valuation and minority shareholder approval requirements provided under MI 61-101 in accordance with sections 5.5(a) and 5.7(1)(a) of MI 61-101. The exemption is due to the fact that neither the fair market value of the participation in the offering, nor the consideration paid by such related party exceeds 25% of the market capitalization of the Company. DiagnaMed did not file a material change report with respect to the participation of insiders at least 21 days prior to the closing date of the offering as their participation was only recently determined.
About DiagnaMed
DiagnaMed Holdings Corp. (CSE: DMED) (OTCQB: DGNMF) delivers innovative technology solutions for the cleantech and life sciences industries, with a focus on hydrogen production and AI-driven drug discovery and diagnostics. Visit DiagnaMed.com.
Neither the Canadian Securities Exchange nor its Regulation Services Provider have reviewed or accept responsibility for the adequacy or accuracy of this release.
Cautionary Statement
Certain statements in this news release are forward-looking statements, including with respect to future plans, and other matters. Forward-Looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "will", "may", "expect", "could", "can", "estimate", "anticipate", "intend", "believe", "projected", "aims", and "continue" or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, the continued availability of capital and financing, litigation, failure of counterparties to perform their contractual obligations, loss of key employees and consultants, and general economic, market or business conditions. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption "Risk Factors" in Company's management's discussion and analysis for the three-months ended December 31, 2024 ("MD&A"), dated February 24, 2025, which is available on the Company's profile at www.sedarplus.ca. Forward-Looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information. The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
