Not for distribution to United States newswire services or for dissemination in the United States.
BROSSARD, Quebec, Nov. 10, 2025 (GLOBE NEWSWIRE) — Diagnos Inc. (“DIAGNOS” or the “Company”) (TSXV: ADK and OTCQB: DGNOF) is pleased to announce that it has engaged Centurion One Capital Corp. (the “Lead Agent”) as lead agent and sole bookrunner, in connection with a brokered private placement to raise up to approximately $2,000,000 (the “Offering“) through the sale of up to 6,666,667 units (“Units“) at an issue price of $0.30 per Unit (the “Issue Price”) on a best efforts basis. Each Unit shall consist of one common share in the capital of the Company (each, a “Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant shall be exercisable into one additional common share of the Company (each, a “Warrant Share”) at a price of $0.40 per Warrant Share at any time for a period of eighteen (18) months following the Closing Date (as defined herein). In connection with the Offering, the Company has also granted the Agent an opinion exercisable at any time prior to 2 business days prior to the last closing of the Offering to increase the size of the Offering by an additional 2,500,000 Units for aggregate gross proceeds of up to approximately an additional $750,000.
The gross proceeds of the Offering will be used for regulatory affairs, product development, business development and general corporate purposes.
Subject to compliance with applicable laws, the Units to be issued under the Offering will be offered by way of private placement in each of the provinces of British Columbia, Alberta, Ontario and Quebec, in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), and in jurisdictions outside of Canada and the United States as may be mutually agreed by the Company and the Lead Agent provided it is understood that no prospectus filing, registration or comparable obligation arises in such other jurisdiction.
The Offering is expected to close on or around December 3, 2025, or such other date(s) as agreed upon between the Company and the Lead Agent (the “Closing Date”) and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange (the “Exchange”). The securities to be issued under the Offering will have a hold period of four months and one day from the Closing Date under applicable Canadian securities laws.
It is anticipated that certain related parties (as defined in MI 61-101 (as defined below)) of the Company may acquire Units in the Offering in amounts up to approximately 50% of the Offering. Any participation by such related parties of the Company in the Offering will constitute a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company expects such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, is expected to exceed 25% of the Company’s market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
ABOUT DIAGNOS INC.
DIAGNOS is a publicly traded Canadian corporation dedicated to early detection of critical eye-related health problems. By leveraging Artificial Intelligence, DIAGNOS aims to provide more information to healthcare clinicians to enhance diagnostic accuracy, streamline workflows, and improve patient outcomes on a global scale.
Additional information is available at http://www.diagnos.com and http://www.sedarplus.com.
ABOUT CENTURION ONE CAPITAL
Centurion One Capital’s mission is to ignite the world’s most visionary entrepreneurs to conquer the greatest challenges of tomorrow, fueling their ambitions with transformative capital, unparalleled expertise, and a global network of influential connections. Every interaction is guided by our core values of respect, integrity, commitment, excellence in execution, and uncompromising performance. We make principal investments, drawing on the time-honored principles of merchant banking, where aligned incentives forge enduring partnerships. Centurion One Capital: A superior approach to investment banking.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This press release contains statements which constitute “forward-looking information” or “forward-looking statements” (together “forward-looking information”) within the meaning of applicable Canadian and United States securities laws, including statements the terms, size and completion of the Offering, timing of completion of the Offering, the use of proceeds of the Offering, the Company making any and all requisite filings and applications with respect to the Offering, the receipt of all requisite approvals in respect of the Offering, and the technical, financial and business prospects of the Company, its assets and other matters. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company’s management’s expectations, estimates or projections, including expectations regarding the terms and completion of the Offering, the use of proceeds of the Offering, the receipt of regulatory and stock exchange approval in respect of the Offering, expectations regarding general business, economic and public markets conditions as well as expectations concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among key factors and risks that could cause actual results to differ materially from those projected in the forward-looking information may include, without limitation, present and future business strategies and the environment in which the Company will operate in the future, including the price of inputs including labour costs; investor interest in the Offering; investor perception regarding the Offering and the Company and its products; the Company and its business, expected costs and timelines to achieve the Company’s goals; that general business and economic conditions will not change in a material adverse manner; that financing will be available if and when needed and on reasonable terms; the general economic environment; cybersecurity risks; financial projections may prove materially inaccurate or incorrect; the Company may experience difficulties to forecast sales; the impact of value of the Canadian dollar and foreign exchange rates on costs and financial results; general competition in the industry from other companies; management of growth-related risks; reliance on management; risks relating to insurance; our business could be adversely affected by increased labour costs or difficulties in finding suitable employees; changes in regulation; changes in customer demand; requirements for further financing; the Company may prioritize growth over short-term financial results, and the additional assumptions disclosed in the Company’s public disclosure record on its profile on SEDAR+ at http://www.sedarplus.ca. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
