Diagnos Inc.
TSX VENTURE : ADK

Diagnos Inc.

May 26, 2011 15:32 ET

DIAGNOS Announces the Closing of a Private Placement

BROSSARD, QUEBEC, CANADA--(Marketwire - May 26, 2011) - DIAGNOS inc. ("DIAGNOS" or "the Corporation") (TSX VENTURE:ADK), a leader in the use of artificial intelligence and advanced knowledge extraction techniques, announces that it has closed its private placement initially announced April 26th, 2011, consisting of 11,090,345 units ("Units") issued at $0.29 per Unit, for gross proceeds of $3,216,200.

The proceeds of the private placement will be used to fund business development of the healthcare and natural resources products and services, to fund product development with regards to the healthcare line of business, and to fund equipment acquisitions with regards to the healthcare line of business.

Each Unit is comprised of one Common Share and one-half of a Common Share purchase warrant (each full warrant, a "Warrant"). Each Warrant entitles its holder to acquire one Common Share at a price of $0.40 at any time during the 18 months following the initial closing date ("Period"). Additionally, each Warrant carries a forced conversion feature such that should the Common Shares of the Corporation trade at or above $0.60 for twenty consecutive trading days during the Period, then all of the Warrants shall be exercised within 30 days or they will automatically expire.

The securities issued in connection with this private placement are subject to a 4-month hold period expiring on September 27, 2011 in compliance with the policies of the TSX Venture Exchange and applicable securities legislation.

Finder's fees of $102,600 were paid to Union Securities Ltd ("Union") in connection with this private placement. Union was also issued 200,000 Warrants as part of the agreement between Union and the Corporation.

Certain subscribers in the private placement are "related parties" of DIAGNOS within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101″). Mr. Michel Fontaine, Vice-President – Business Development of DIAGNOS is subscribing for 50,000 Units in connection with the private placement and will as a result thereof exercise control over 0.69% of the common shares of the Corporation. Each of Mr. Sheldon Inwentash and Pinetree Income Partnership are also subscribing for 1,000,000 Units in connection with the private placement and, together with certain related persons, will as a result of the private placement exercise control over 16.95% of the common shares of DIAGNOS. The transactions are exempt from the valuation requirement and the minority approval requirement prescribed in MI 61-101 based on the fact that the fair market value of the related parties' participation in the private placement does not exceed 25% of DIAGNOS' market capitalization prior to the closing of the private placement.

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 (TSX VENTURE:ADK), 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, natural resources, and entertainment.

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

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.

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