globenewswire news

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, British Columbia, Sept. 10, 2026 (GLOBE NEWSWIRE) -- Grey Matters Health Inc. (the “Company” or “Grey Matters”) (CSE: GREY) (FRANKFURT: AGW0) (OTC: AGNPF), a Canadian healthcare company, is pleased to announce the closing of the first tranche (the “First Tranche”) of its non-brokered private placement previously announced on August 20, 2026. Gross Proceeds from the Frist Tranche total CAD $600,000, consisting of $285,000 from the sale of 712,500 units at $0.40 (the “Equity Units”) and $315,000 from the sale of unsecured convertible debenture units (the “Debenture Units”). The private placement of Equity Units and Debenture Units is collectively referred to as the offering (the “Offering”).

Each Equity Unit, at an issue price of $0.40, consists of one Class A common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder to acquire one Common Share (a "Warrant Share") at an exercise price of CAD $0.60 (the "Exercise Price") per Warrant Share for a period of 36 months from the issuance date (the "Expiry Date").

Each Debenture Unit consists of one debenture (a “Convertible Debenture”) in the principal amount of $1,000 and 2,198 common share purchase warrants (a “Debenture Warrant”). The Convertible Debentures carry interest at a rate of 10% per annum from the closing date, payable semi-annually in arrears until the maturity date, which will be 24 months from the closing date of the Convertible Debentures or the conversion date of the Debentures. The outstanding principal and interest can be converted, at the option of the Convertible Debenture holder, into Common Share at a fixed price of $0.455 per Common Share on or before the maturity date of the Convertible Debenture. The Company may from time to time, in its sole discretion, prepay all or a part of the principal amount and accrued interest without penalty. Each Debenture Warrant entitles the holder to acquire one Common Share (a “Debenture Warrant Share”) at an exercise price of $0.55 per Debenture Warrant Share for a period of 36 months from the date of issuance.

An insider of the Company participated in the First Tranche of the Offering in the amount of CAD $35,000. The participation by insider in the First Tranche of the Offering constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (”MI 61-101”). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Units purchased by insiders, nor the consideration for the Units paid by such insiders, exceeded 25% of the Company’s market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the First Tranche of the Offering, which the Company deems reasonable in the circumstances as the details of the participation by insiders of the Company were not settled until shortly prior to closing the First Tranche of the Offering and the Company wished to complete the First Tranche of the Offering in an expeditious manner.

The Company paid cash finder’s fees of CAD $14,800 and issued 2,000 finders warrants pertaining to the First Tranche of the Offering.

The Company will use the proceeds of the Offering to advance its Alzheimer’s Disease program towards the opening of U.S. brain-specific neuroimaging clinic, general and administrative expenses, and for working capital purposes.

The Offering will remain open and the Company expects to close additional tranches on or before September 30, 2026.

The Company also announces a grant of 100,000 restricted share units pursuant to its RSU plan (each, an “RSU”) to certain consultants of the Company. Each RSU entitles the recipient to receive one Common Share of the Company or a cash payment equal to the equivalent of one Common Share of the Company on vesting. The vesting dates of the RSUs includes; 37,500 vesting on the date of grant, 12,500 vesting on October 17 2026, 12,500 vesting on January 17, 2027, 12,500 vesting on April 17, 2027 and 25,000 vesting on September 9, 2027.

The securities issued and issuable, described in this and the previous news release from August 20, 2026, will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable Canadian securities legislation.

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration.

For more information please contact:

Christopher J. Moreau
CEO
Grey Matters Health Inc.
604.398.4175 Ext 701

cjmoreau@greymatters-health.com
info@greymatters-health.com
www.greymatters-health.com

About Grey Matters  

Grey Matters is a Canadian healthcare company focused on the provision of brain dedicated PET scanning services through a planned network of new neuroimaging clinics in the U.S. for the early-stage detection of Alzheimer’s Disease and other forms of neurodegenerative diseases, including frontotemporal dementia, Parkinson’s, and Lewy body dementia, and will additionally offer other select neuro-oncology imaging applications too.

Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY DISCLAIMER STATEMENT: This news release contains forward-looking statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the failure to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.