DiagnaMed Announces LIFE Offering of up to $650,000

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TORONTO, May 15, 2024 (GLOBE NEWSWIRE) — DiagnaMed Holdings Corp. (“DiagnaMed” or the “Company”) (CSE: DMED) (OTCQB: DGNMF), a healthcare technology company focused on brain health using artificial intelligence, has announced that it has arranged a private placement for a minimum and maximum consideration of $400,000. $650,000 worth of units (each, a “Unit”), priced at $0.04 per Unit; (the Offering). The Offering is being led by EMD Financial Inc.

Each Unit will consist of one common share (“Common Share”) in the capital of the Company and one (1) purchase warrant for Common Stock (“Warrant”) of the Company. Each Warrant will entitle the holder to acquire one additional common share at a price of $0.05 for a period of thirty-six (36) months from the closing date (the “Closing Date”) of the Offering.

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There is an offer document (“Offer Document”) relating to the Offering which can be accessed through the Company’s profile at www.sedarplus.ca and on the Company’s website at https://www.diagnamed.com. Prospective investors should read the offering document before making an investment decision.

As disclosed in the offering document, the Company intends to use the net proceeds from the offering for research, development and commercialization of its BRAIN AGE® Brain Health AI platform, and for general corporate and working capital purposes.

In connection with the Offering, the Company will pay a finder's fee and issue Finder's Guarantees to EMD Financial Inc., as well as any other registrant participating in the Offering, consisting of: (i) a cash finder's fee of up to 8% of the gross proceeds of the Offering; and (2) finder guarantees in an amount up to 8% of the number of units issued under the offering. Each Finder's Warrant is exercisable into one common share at a price of $0.05 for a period of thirty-six (36) months after the Closing Date.

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The units offered as part of the Offering will be offered to purchasers resident in all provinces of Canada, excluding Quebec, pursuant to a Listed Source Financing Exemption under Part 5A of NI 45-106 (“Listed Source Financing Exemption”). The Company may issue up to an aggregate of 16,250,000 units for a maximum gross proceeds of $650,000 under the listed source financing exemption. Units offered under the listed issuer financing exemption will not be subject to resale restrictions in accordance with applicable Canadian securities laws.

The offering is expected to close on or about June 10, 2024, or such later date as the Company may determine. The closing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including approval from the Canadian Securities Exchange (CSE).

ABOUT BRAIN AGE®

BRAIN AGE® Brain Health AI Platform is the first consumer brain health and wellness AI solution that estimates brain age and provides a brain health score. Based on research and development at Drexel University and the University of Miami, BRAIN AGE® Brain Health AI combines a brain age estimate with a brain health assessment tool with the goal of “raising the red flag” for potential brain health problems. BRAIN AGE® BRAIN HEALTH Artificial intelligence can assess whether the brain is aging more quickly or more slowly than is typical for healthy individuals. Brain age is estimated by collecting brain neural activity data using a low-cost, easy-to-use EEG headset and calculating the data using a special machine learning model. Additionally, BRAIN AGE® Brain Health AI can assess whether a person has a healthy mind or is in an early stage of cognitive decline. Brain health is scored through a clinically validated assessment of brain plasticity, vulnerability, and functioning. Individuals can seek personalized diagnoses and interventions, such as medications or lifestyle changes, that may help reduce the development or progression of cognitive decline.

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About diagnamide

DiagnaMed Holdings Corp. (CSE: DMED) (OTCQB: DGNMF) is a healthcare technology company focused on brain health using artificial intelligence. DiagnaMed markets the BRAIN AGE® Brain Health AI Platform, the first consumer brain health and wellness AI solution that estimates brain age and provides a brain health score. Visit DiagnaMed.com.

For more information please contact:

Fabio Chianelli
Chairman and CEO of the company
Diagnamed Holding Company
Phone: 416-800-2684
e-mail: info@diagnamed.com
Website: www.diagnamed.com

Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepts responsibility for the adequacy or accuracy of this release.

Cautionary statement

Certain statements in this press 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. This information can generally be identified by the use of forward-looking statements such as “will”, “may”, “expect”, “could”, “could”, “estimate”, “expect”, “intend”. And “we believe.” “, “objectives”, “continue” or the negative thereof or similar expressions. The reader is cautioned that the assumptions used in preparing any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those expected, as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the Company's control, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, and the reliance and reliance on key personnel These statements and information involve numerous assumptions regarding current and future business strategies, the environment in which the Company will operate in the future, expected costs, and the ability to achieve objectives. Factors that could cause actual results to differ materially from those in the forward-looking statements include the continued availability of capital financing, litigation, failure of counterparties to perform their contractual obligations, loss of key employees and consultants, and general economic and market impacts or business conditions. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the heading “Risk Factors.” ” in the Company’s Management’s Discussion and Analysis for the Three Months Ending December 31, 2023 (“MD&A”), dated February November 29, 2024, which is available on the Company’s profile at www.sedarplus.ca. The 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 undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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This press release does not constitute an offer to sell or the solicitation of an offer to buy and there will be no 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 U.S. 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, for the account or benefit of U.S. Persons (as defined in Regulation S under the 1933 Act) unless they are registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

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