MISSISSAUGA, Ontario — MedX Health Corp. (TSX-V: MDX) today announced the final closing of its non-brokered private placement, successfully raising a total of $2,800,000 through the issuance of Series IV Convertible Loan Notes. This capital infusion is earmarked for strategic initiatives, including the continued development of the company’s proprietary SIAscopy® on DermSecure® telemedicine platform and its expansion into the occupational health marketplace.
The private placement, initially announced on February 2, 2026, and followed by a first closing on February 27, 2026, saw an application for an extension of time on April 15, 2026, to facilitate further closings. The final aggregate amount of $2,800,000 in Series IV Notes represents a significant step in MedX’s financial strategy.
Placement Structure and Financial Terms
The initial closing, effective February 27, 2026, comprised the issuance of $2,700,000 of Series IV Notes. A substantial portion of this, $2,400,000, was settled by existing holders of Series I Convertible Loan Notes agreeing to surrender their Series I Notes in exchange for Series IV Notes. The remaining $300,000 from the initial closing, along with an additional $100,000 from further subscriptions, brought the total Series IV Notes issued to $2,800,000.
The Series IV Notes carry an interest rate of 6% per year, payable quarterly, and are set to mature on December 31, 2028. Holders of these notes have the option to convert them into units at a price of $0.10 per unit at any time until the maturity date. Each unit is comprised of one fully paid Common Share and one-half of a Share Purchase Warrant. Each whole Share Purchase Warrant is exercisable to purchase one additional Common Share at a price of $0.125, with an exercise period expiring on the maturity date of the notes.
Insider Participation and Regulatory Compliance
As anticipated, certain insiders of MedX Health Corp. participated in this private placement. The company confirmed its reliance on exemptions from formal valuation and minority shareholder approval requirements as outlined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. This reliance is based on two key conditions: first, the fair market value of the proposed placement to the insiders does not exceed 25% of the company’s market capitalization; and second, the conditions specified in section 5.7(1)(a), section 5.7(1)(b), and section 5.7(1)(e) of MI 61-101 are met.
Commissions and Use of Proceeds
In connection with the placement, qualified agents received total cash commissions of $6,000 and 60,000 agent’s warrants. Notably, no commissions were paid, and no Agent’s Warrants were issued in respect of the $2,400,000 Series IV Notes that were issued through the surrender of Series I Notes. Each Agent’s Warrant is non-transferable and entitles the holder to acquire a unit at CAD$0.10, with each unit consisting of one fully paid Common Share and one-half of a non-transferable agent’s share purchase warrant. Each whole agent’s share purchase warrant, in turn, entitles the holder to acquire one additional Common Share at CAD$0.125. These Agent’s Warrants and any subsequent Agent’s Share Purchase Warrants, if unexercised, will expire on the maturity date of the Series IV Notes.
The funds raised from this placement have been strategically allocated. A total of $2,400,000 was used for the replacement of an equal value of Series I Notes. The remaining balance of the funds raised is specifically directed towards the continuing development of MedX’s leading-edge SIAscopy® on DermSecure® telemedicine platform, supporting the launch of its technology into the occupational health marketplace, and for general corporate purposes.
About MedX Health Corp.
MedX Health Corp., headquartered in Ontario, Canada, is a data-enabled medical-technology company specializing in non-invasive skin-screening and teledermatology. The company leverages its proprietary SIAscopy® imaging technology and DermSecure® platform to enhance the early detection of skin cancer and expand digital dermatology and skin care services. MedX’s technology is utilized in investigational settings, such as Contract Research Organizations, and for beauty and aesthetics sponsors and operators.
The SIAscopy® technology, integrated into the DermSecure® platform, facilitates pain-free, accurate imaging of skin lesions for rapid dermatologist review. These products have received regulatory clearances from Health Canada, the U.S. Food and Drug Administration, the Therapeutic Goods Administration, and Conformité Européenne, allowing their use across Canada, the U.S., Australia, New Zealand, the United Kingdom, the European Union, and Turkey. MedX’s advanced telemedicine platform empowers healthcare professionals to quickly and accurately assess suspicious moles, lesions, and other skin conditions. The SIAscopy® technology is uniquely capable of simultaneously and non-invasively measuring the concentration and spatial distribution of melanin, hemoglobin, and collagen within the epidermis and dermis of human skin.
The successful final closing of this private placement provides MedX Health Corp. with crucial capital to advance its technological capabilities and market reach, particularly in the burgeoning telemedicine and occupational health sectors, reinforcing its commitment to improving skin health diagnostics.
