DIAGNOS Inc.
TSX VENTURE : ADK

DIAGNOS Inc.

April 01, 2014 10:00 ET

DIAGNOS Announces Closing of First Tranche of Private Placement

BROSSARD, QUEBEC--(Marketwired - April 1, 2014) - DIAGNOS Inc. ("DIAGNOS" or "the Corporation") (TSX VENTURE:ADK), a leader in the use of artificial intelligence and advanced knowledge extraction techniques, announces the closing of first tranche, consisting of 77 units (the "Unit"), for gross proceeds of $770,000, of a non-brokered private placement consisting of up to 125 units, for gross proceeds of up to $1,250,000 previously announced on February 25, 2014.

Each Unit consists of:

  1. $10,000 principal amount, 2 year term, 10% interest rate (the "Note") and,
  1. 50,000 warrants entitling the holder to purchase one common share ("Share") per warrant, at a price of $0.095 per Share for a period of two years from the date of issuance. The warrants are exercisable in whole and not in part.

Interest is payable on a semi-annual basis in cash or, at the holder's option, in shares of the Corporation to be issued at the Market Price of the securities on settlement date.

The holder of the Note will have the option of converting the outstanding principal of the Note, in whole and not in part, into shares of the Corporation at a price of $0.16 per share at any time until maturity of the Note. Any accrued interest on the principal of the Note, at the time of conversion, is payable in cash, or at the holder's option, in shares of the Corporation to be issued at the Market Price of the securities on settlement date.

After filing of the initial press release, dated February 25, 2014, announcing the Private Placement, the Corporation has updated the redemption clauses to include a condition related to weighted average price of the Corporation's shares prior to redemption. Under this modification, the Corporation may elect to redeem the outstanding principal of the Note if, at any time after the first anniversary of this Note, the weighted average price of the Corporation's common shares is equal to or higher than $0.16 ("Redemption Price") for 20 consecutive trading days, provided that the Redemption Price is equal or higher than the Market Price of the shares, at redemption date. Any accrued interest on the principal, at the time of redemption, is payable in cash. The Corporation must give notice, in writing, at least 30 days prior to redemption.

The proceeds of the private placement will be used for business development, product development and general corporate purposes.

In connection with this first tranche of the private placement, DIAGNOS will pay a commission of $39,900 to a broker representing 7% of money received from purchasers referred by the broker. The Corporation will also issue 250,000 Broker Warrants to the broker entitling the broker to purchase one common share ("Share") per warrant, at a price of $0.095 per Share for a period of two years from the date of issuance. The Broker Warrants are exercisable in whole and not in part.

Any conversion or redemption of the outstanding principal of the Note into shares of the Corporation and any payment of interests in shares of the Corporation will be subject to prior TSX Venture Exchange approval.

This proposed private placement is subject to receipt of all required regulatory approvals, including that of the TSX Venture Exchange, as well as the negotiation and execution of formal documentation.

All monies quoted in this press release shall be stated and paid in lawful money of Canada.

About DIAGNOS

Founded in 1998, DIAGNOS is a publicly traded Canadian corporation, with a mission to commercialize technologies combining contextual imaging and traditional data mining thereby improving decision making processes. DIAGNOS offers products, services, and solutions to clients in a variety of fields including healthcare and natural resources.

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

For further information on DIAGNOS, please visit our website at www.diagnos.com or the SEDAR website at www.sedar.com.

Contact Information

  • Andre Larente, President
    (450) 678-8882 ext 224