MedX Health Corp. announces Initial Closing and proposed extension of Non-brokered Private Placement offering, and an update on Series I Convertible Loan Notes Amendment

MISSISSAUGA, Ontario--(BUSINESS WIRE)--MedX Health Corp. (“MedX” or the “Company”) (TSX-V: MDX) announces that it has completed the Initial Closing of the Private Placement originally announced on May 1, 2024, by issuance of 7,142,856 Units (as described below) to raise $500,000. A cash commission of $2,800 was paid in respect of the Initial Closing. The Company further announces that, subject to acceptance by the TSX-V, the ultimate Closing Date for the non-brokered Private Placement of up to $2 million, which was previously announced on May 1, 2024, and was extended to July 3 as announced in the Company’s Press Release dated June 3, 2024, will be extended by up to a further 30 days. No further extension will be sought beyond August 2, 2024. The Company has already received Conditional Acceptance for the placement from the TSX-V, but closing for the full amount of the proposed Placement has been delayed. The Non-brokered placement, to accredited investors, is for the placement of up to 28,571,428 units at $0.07 per Unit (“Unit”). 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, was subject to receipt of subscriptions for a minimum of $500,000, which has now been achieved by the Initial Closing, and a number of other conditions, including without limitation the receipt of all relevant regulatory and Stock Exchange approvals or acceptances. Further, subject to Acceptance by the TSXV, Qualified Agents may receive commissions in respect of subscriptions introduced by them by way of cash equal to 8% of funds so introduced, and issuance of agent’s warrants (“Agent’s Warrant(s)”) equal in number to 8% of the number of units so subscribed for. Each Agent’s Warrant, which is non-transferable, will be exercisable to acquire one Unit at $0.07 per Unit, at any time during the period of two years following the Closing. It is anticipated that certain Insiders will subscribe to the Placement; in respect of any such participation, the Company will comply with the requirements of MI 61-101, and anticipates that it will rely on exemptions from formal valuation and minority shareholder approval requirements set out in MI 61-101 as (a) the fair market value of the proposed placement to anticipated Insider subscribers will not exceed 25% of the market capitalization of the Company and the conditions in section 5.7(1)(a) of MI 61-101 are met, (b) the fair market value of the securities being distributed is less than $2,500,000 and the conditions in section 5.7(1)(b) of MI 61-101 are met, and (c) the financial hardship provisions of section 5.7(1)(e) of MI 61-101 are met.

The Company also announces, further to its press release dated May 1, 2024, in relation to the amendment the terms of the Series I Convertible Loan Notes by extending the Maturity Date from December 31, 2023 to December 31, 2025 (“Maturity Date”), that the outstanding issues referred to in the May 1, 2024 Press Release have been resolved and 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.