MedX Announces Proposed Non-Brokered Private Placement to Raise up to $2,000,000 and Provides an Update on Amendment to Series I Convertible Notes

MISSISSAUGA, Ontario--(BUSINESS WIRE)--MedX Health Corp. (“MedX” or the “Company”) (TSX-V: MDX) is pleased to announce that it is proposing to raise up to $2,000,000 by way of a Non-Brokered Private Placement of up to 28,571,428 Units at $0.07 per Unit (“Unit”). A Price Reservation Form for this proposed placement was filed with the TSXV on April 19, 2024. Each Unit will be comprised of One (1) fully paid common share and One (1) Share Purchase Warrant, exercisable to purchase One (1) further Common Share at the price of $0.12, exercisable for a period commencing on the date of issue and expiring on December 31, 2026. Closing of the Placement, which may take place in tranches, will be subject to receipt of subscriptions for a minimum of $500,000 and a number of other conditions, including without limitation the receipt of all relevant regulatory and Stock Exchange approvals or acceptances. Qualified Agents may receive commissions in respect of subscriptions introduced by them by way of cash equal to 6% of funds so introduced. Warrants to be issued will have a “Call” feature, empowering the Company to Call the Warrants for exercise at any time while they are outstanding after January 1, 2026, if the average closing price of the Company’s common shares on the market over a period of 20 trading days in any period of thirty consecutive trading days is at or above $0.24. The Call procedure provides that the Company may give Notice to Exercise within 30 days, after which date any unexercised Warrants will become void.

The Company also announces, further to its press release dated December 12, 2023, it obtained conditional Acceptance from the TSXV to amend the terms of the Series I Convertible Loan Notes by extending the Maturity Date from December 31, 2023 to December 31, 2025 (“Maturity Date”). At this time, while the majority of the Note Holders have agreed to extension of the Maturity date, negotiations are continuing with a small group of Holders who have not yet so agreed. The Company anticipates that the outstanding issues will be resolved in the near future and, in the meantime, all Interest payments on the Loan Notes are current. The Series I Loan Notes, originally issued in the First Quarter of 2021, pay Interest quarterly at 6% per year, and are convertible, at the option of the holder, into units (“Unit(s)”) at $0.14 per Unit; each Unit comprises one fully paid common share and one‐half of a share purchase warrant (“Warrant”); each whole Warrant is exercisable up until the Maturity Date to acquire a further common share at $0.20.

About MedX Health Corp.:

MedX, headquartered in Ontario, Canada, is a leading medical device and software company focused on skin health with its SIAscopy® on DermSecure® telemedicine platform, utilizing its SIAscopy® technology. SIAscopy® is also imbedded in its products SIAMETRICS®, SIMSYS®, and MoleMate®, which MedX manufactures in its ISO 13485 certified facility. SIAMETRICS®, SIMSYS®, and MoleMate® include hand-held devices that use patented technology utilizing light and its remittance to view up to 2 mm beneath suspicious moles and lesions in a pain free, non-invasive manner, with its software then creating real-time images for physicians and dermatologists to evaluate all types of moles or lesions within seconds. These products are cleared by Health Canada, the U.S. Food and Drug Administration, the Therapeutic Goods Administration and Conformité Européenne for use in Canada, the U.S., Australia, New Zealand, the European Union, Brazil and Turkey. Visit https://medxhealth.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This Media Release may contain forward-looking statements, which reflect the Company's current expectations regarding future events. The forward-looking statements involve risks and uncertainties.