NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, June 18, 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 an increase to its non-brokered private placement (the "Offering"), previously announced on April 22, 2026 and updated on May 25, 2026 and June 5, 2026 to $1,250,000 and the closing of the second and final tranche (the "Second Tranche"). Gross proceeds from the Second Tranche totalled CAD $750,000 from the sale of 1,875,000 units (the "Units") at an issue price of CAD $0.40 per Unit. The closing of the Second Tranche brings the financing to a total of CAD $1,250,000 from the sale of 3,125,000 Units, including the closing of the first tranche on June 5, 2026. The Offering is now closed.
Certain insiders of the Company participated in the Second Tranche of the Offering in the amount of CAD $449,000. The participation by insiders in the Second 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 Second 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 Second Tranche of the Offering and the Company wished to complete the Second Tranche of the Offering in an expeditious manner.
The Company paid cash finder's fees of $28,000 and issued 70,000 finders warrants pertaining to the Second Tranche of the Offering.
The Company will use the proceeds of the Offering to advance its Alzheimer's Disease program towards the opening of its first U.S. brain-specific neuroimaging clinic, general and administrative expenses, and for working capital purposes.
The securities issued and issuable, described in this and the previous news releases from April 22, 2026, May 25, 2026, and June 5, 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.
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 specific 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 dementia, as well as epilepsy, neuro-oncology, and movement disorders including Parkinson's disease.
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.
