MedX Health Corp. announces Final Closing of Non-brokered Private Placement offering

Bill Mitoulas, Investor Relations
MedX Health Corp.
bill@medxhealth.com
+1-416-479-9547
or
Stephen Lockyer, President
+1-905-670-4428

MedX Health Corp. (“MedX” or the “Company”) (TSX-V: MDX) announces that it has applied for Final Acceptance from the TSXV following final Closing of the non-brokered Private Placement, which was previously announced on May 1, 2024. Closings took place on June 3, 2024 and July 24, 2024. The placement, to accredited investors, raised a total of $550,000, by issuance of 7,857,142 units at $0.07per unit (“Unit”). Each Unit is 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. The Warrants are subject to a “Call” provision from and after January 1, 2026, if the average closing price of the Issuer’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. A Qualified Agent received a cash commission of $2,800 in respect of a subscription introduced by it. The securities issued are all subject to restrictions from trading for a period of four months and one day from the original date of issue, so that 7,142,856 shares and warrants are restricted until October 4, 2024 and 714,286 shares and warrants are restricted to November 25, 2024. Subscribers included Armshore Investments Ltd., an Insider, which subscribed for 1,428,571 units ($116,000); this is a “related party transaction” as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”), requiring the Company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the “related party transaction”. The Company relied on an exemption from the formal valuation and minority shareholder approval requirements set out in MI 61-101 as the fair market value of the participation in the Offering by Armshore Investments Ltd. did not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The funding from this placement is being used by MedX for working capital and further development and enhancement of its telemedicine software platform, marketing initiatives and general corporate purposes.

The Company also announces that, further to its press releases dated May 1, and June 26, 2024, it has applied to the TSXV for Final Acceptance for amendment to the terms of the Series I Convertible Loan Notes (“Series I Note(s)”) by extending the Maturity Date from December 31, 2023 to December 31, 2025 (“Maturity Date”), for which Conditional Acceptance was obtained on December 15, 2023. By way of background, earlier in 2024, nine holders representing $1,000,000, out of a total of 28 holders of Series I Notes with a total value of $3,750,000, indicated that they were not willing at that time to actually sign formal Extension Agreements. Negotiations with those holders took place which concluded on the basis that while they would not sign formal Extension Agreements, the Company would continue to recognize their rights to be paid interest and – provided they signed an Extension Agreement - to exercise the conversion rights contained in their Series I Notes up to the Maturity Date. Since that time, one of those holders, has signed an Extension Agreement and exercised the conversion right in respect of his Series I Note with a face value of $50,000. In order to recognize that not all of the Holders of the Series I Notes had actually signed Extension Agreements, the Company, in its December 31, 2023, audited financial statements, recognized the original Maturity Date, so that the entire $3,750,000 of Series I Loan Notes was categorized as a Current Liability as at December 31, 2023. Interest payments on all of the Series I 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”) 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.

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