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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 (the “First Tranche”) of its non-brokered private placement (the “Offering”), previously announced on November 6, 2025. Gross proceeds from the First Tranche totaled CAD $177,000 from the sale of 2,528,752 units (the “Units”) at an issue price of CAD $0.07 per Unit.
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Certain insiders of the Company participated in the First Tranche of the Offering in the amount of CAD $37,000. The participation by insiders 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.
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The Company did not pay any cash finder’s fees pertaining to the First Tranche of the Offering.
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The Company will use the proceeds of the First Tranche of the Offering towards advancing its Alzheimer’s Disease (“AD”) program including the opening of its first U.S. AD clinic, general and administrative expenses and for working capital purposes.
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The Company expects additional tranches of the Offering to close on or before December 1, 2025.
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The securities issued and issuable, described in this and the previous news release on November 6, 2025, 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.
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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.
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