DIAGNOS Inc.

TSX VENTURE : ADK


DIAGNOS Inc.

February 25, 2014 09:57 ET

DIAGNOS Announces Private Placement

BROSSARD, QUEBEC--(Marketwired - Feb. 25, 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 intention of undertaking a non-brokered private placement consisting of up to 125 units (the "Unit"), for gross proceeds of up to $1,250,000.

Each Unit will consist of:

  1. $10,000 principal amount, 2 year term, 10% interest rate (the "Note") and,

  2. 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 the first anniversary of the Note, and thereafter at any time until maturity of the Note, the Corporation may elect to redeem the outstanding principal of the Note, in whole or in part, into shares of the Corporation at the Market Price of the securities on settlement date, if, and only if, the Market Price is at least $0.16 per share, at any time until maturity of the Note. 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 private placement, DIAGNOS has retained the services of a broker to assist the Corporation in finding purchasers. The Corporation will pay commission of 7% on any money received from purchaser(s) referred by the broker. The Corporation will also issue 250,000 Broker Warrants 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.

Each Unit will be sold in Canada on a prospectus-exempt basis. All monies quoted in this press release shall be stated and paid in lawful money of Canada.

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.

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.

Forward-looking statement

This document contains forward-looking information. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in these statements.

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
    DIAGNOS Inc.
    (450) 678-8882 ext 224

    Louis Morin
    Bid Capital Markets
    (514) 845-1101