Grey Matters closes $600,000 first tranche equity and convertible debenture placement

Grey Matters Closes First Tranche of $600,000 of its Equity and Convertible Debenture Private Placement

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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.