DIAGNOS Enters into a Shares for Debt Transaction

BROSSARD, Quebec, Nov. 21, 2018 (GLOBE NEWSWIRE) — DIAGNOS Inc. (“DIAGNOS” or the “Corporation”) (TSX Venture: ADK) (OTCQB: DGNOF), a leader in early detection of critical health issues through the use of Artificial Intelligence, announces today it has entered into a shares for debt arrangement in which the Corporation is issuing 900,000 common shares (each a “Share”), at a deemed price of $0.05 per Share, in settlement for interests payable in the amount of $45,000 on outstanding unsecured convertible notes (each a “Note”) totaling $900,000.

Satisfying this outstanding indebtedness with shares was undertaken in order to preserve the Corporation’s cash for operational purposes.

Two Note holders eligible to receive common shares as part of the shares for debt transaction are considered “related parties” of the Corporation within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). One person related to one Note holder, as well as one other Note holder will each receive 200,000 common shares as part of the transaction. The transaction is 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’ participations in the shares for debt transaction does not exceed 25% of DIAGNOS’ market capitalization.

Shares issued as part of the shares for debt arrangement are subject to a statutory four-month hold period from the date of issuance ending March 21, 2019.

The issuance of shares is subject to receipt of all required approvals, including the approval of the TSX Venture Exchange, as well as the execution of formal documentation.

All monies quoted in this press release shall be stated and paid in lawful money of Canada.

About DIAGNOS
DIAGNOS is a publicly-traded Canadian corporation with a mission of early detection of critical health issues through the use of its Artificial Intelligence (“AI”) tool CARA (Computer Assisted Retina Analysis). CARA is a tele-ophthalmology platform that integrates with existing equipment (hardware and software) and processes at the point of care. CARA’s Artificial Intelligence image enhancement algorithms make standard retinal images sharper, clearer and easier to read. CARA is accessible securely over the internet, and is compatible with all recognized image formats and brands of fundus cameras, and is EMR compatible. CARA is a cost-effective tool for screening large numbers of patients in real-time and has been cleared for commercialization by several regulatory authorities such as Health Canada, the U.S. Food and Drug Administration and the European Union.

Additional information is available at www.diagnos.com and www.sedar.com.

For further information, please contact:

This news release contains forward-looking information. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in these statements. DIAGNOS disclaims any intention or obligation to publically update or revise any forward-looking information, whether as a result of new information, future events or otherwise. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.