Grey Matters Closes First Tranche of $500,000 Private Placement

CSE: GREY | OTC: AGNPF | FRA: AGW0

Overview

Grey Matters Health Inc. (CSE: GREY) (OTC: AGNPF) (FRA: AGW0), a Canadian healthcare company, announced on June 5, 2026 the closing of the first tranche (the "First Tranche") of its previously announced non-brokered private placement (the "Offering"). According to the Company, gross proceeds from the First Tranche totalled CAD $500,000 from the sale of 1,250,000 units (the "Units") at an issue price of CAD $0.40 per Unit.

The Offering was previously announced on April 22, 2026 and updated on May 25, 2026. The Company stated that the Offering remains open and that it expects to close additional tranches on or before June 30, 2026.

Key Highlights

• Gross proceeds of CAD $500,000 closed in the First Tranche
• 1,250,000 Units issued at CAD $0.40 per Unit
• Insider participation totalled CAD $184,000
• Cash finder's fees of CAD $8,000 paid and 20,000 finder warrants issued in connection with the First Tranche
• Offering remains open with additional tranches expected on or before June 30, 2026
• Securities issued are subject to a statutory hold period of four months plus one day from the date of issuance

Use of Proceeds

According to the Company, the proceeds of the Offering will be used to advance its Alzheimer's Disease program toward the opening of its first U.S. brain-specific neuroimaging clinic, for general and administrative expenses, and for working capital purposes.

Related Party Transaction

The Company disclosed that certain insiders participated in the First Tranche in the amount of CAD $184,000, constituting a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company stated that it 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), as neither the fair market value of the Units purchased by insiders, nor the consideration paid for such Units, exceeded 25% of the Company's market capitalization.

According to the Company, a material change report was not filed in respect of the related party transaction at least 21 days before closing of the First Tranche, which the Company deems reasonable in the circumstances as the details of insider participation were not settled until shortly prior to closing and the Company wished to complete the First Tranche expeditiously.

Securities Law Notes

The Company noted that the securities issued and issuable under the Offering will be subject to a statutory hold period of four months plus one 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, 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 absent registration or an applicable exemption.

What to Watch Next

• Additional tranches of the Offering, expected to close on or before June 30, 2026
• Progress toward the opening of the Company's first U.S. brain-specific neuroimaging clinic at HCA Florida University Medical Office Building in Davie, Florida
• Advancement of the Company's NovaScan Neuroimaging Clinics network

About Grey Matters Health Inc.

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. The Company's shares trade on the Canadian Securities Exchange under the symbol "GREY", on the OTC market under "AGNPF", and on the Frankfurt Stock Exchange under "AGW0".

Read the full press release here.

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