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VANCOUVER, British Columbia, Nov. 14, 2025 (GLOBE NEWSWIRE) — Algernon Health Inc. (the “Company” or “Algernon”) (CSE: AGN) (FRANKFURT: AGW0) (OTCQB: AGNPF), a Canadian healthcare company, announces the closing of the first tranche (“First tranche“) of its private placement without intermediation (“Offer“), which was previously announced on November 6, 2025. The gross proceeds from the First Tranche were C$177,000 from the sale of 2,528,752 units (the “Units”) at an issue price of C$0.07 per unit.
Certain Company insiders participated in the first tranche of the offering in the amount of C$37,000. Insider participation in the first tranche of the offering constitutes a “related party transaction” as defined in Multilateral Instrument 61-101. Protection of minority security holders in special transactions (“”MI 61-101“). The Company relies on the exceptions to 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 because neither the fair market value of the Units acquired by insiders nor the consideration paid for the Units by such insiders exceeded 25% of the Company's market capitalization. The Company has not filed a material change report in respect of the transaction. with a related party at least 21 days prior to the closing of the First Tranche of the Offering, which the Company considers reasonable in the circumstances as details of the Company's insider participation had not been agreed upon shortly before the closing of the First Tranche of the Offering and the Company wished to complete the First Tranche of the Offering on an expedited basis.
The Company did not pay any finder's fees in relation to the First Tranche of the Offering.
The company will use proceeds from the first tranche of the offering to fight Alzheimer's disease (“ANNOUNCEMENT“), including the opening of the first AD clinic in the United States, general and administrative expenses, and working capital.
The Company expects the additional tranches of the Offering to be completed no later than December 1, 2025.
The issued and to be issued securities described in this and the previous press release dated November 6, 2025 will be subject to a statutory hold period of four months plus one day from the date of issue in accordance with applicable Canadian securities laws.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (“US Securities Act“), or any state securities laws, and may not be offered or sold within the United States or for the account or benefit of “U.S. Persons” (as that 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 contact:
Christopher J. Moreau
General manager
Algernon Health Inc.
604.398.4175 ext. 701
[email protected]
https://www.algernonhealth.com/
About Algernon's health
Algernon Health is a Canadian healthcare company focused on providing brain-optimized PET brain scanning services through a planned network of new clinics in North America for the early detection of Alzheimer's disease, as well as other forms of dementia, epilepsy, neuro-oncology and movement disorders. Algernon is also the parent company of a newly formed private subsidiary, Algernon USA LLC, which will oversee all neuroimaging operations in the United States.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
DISCLAIMER: No stock exchange has reviewed or accepts responsibility for the adequacy or accuracy of the contents of this press release. This press release contains forward-looking statements regarding the planned timing of the opening of the PET Brain Imaging Clinic, planned financings in the Company and its subsidiary and the closing of additional tranches, product development, licensing, commercialization and regulatory compliance issues, and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will,” “may,” “should,” “expect,” “expects” and similar expressions. All statements other than statements of historical fact included in this press 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 failure to comply with the conditions of the relevant securities exchange and other risks that are detailed from time to time in the Company's securities regulatory filings. The reader is cautioned that the assumptions used in preparing any forward-looking information may prove to be incorrect. Events or circumstances could cause actual results to differ materially from those projected as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the Company's control. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although believed to be reasonable by management at the time it was prepared, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company will publicly update or revise any of the forward-looking statements included herein as expressly required by applicable law.
