Grey Matters Announces an Increase to its Equity and Convertible Debenture Private Placement to CAD $1.1 Million

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NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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VANCOUVER, British Columbia, Sept. 16, 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 an increase and change to its non-brokered private placement offering (the “Offering”) previously announced on August 20, 2026, with the first closing having occurred on September 9, 2026. The Offering was originally announced to consist of gross proceeds from the sale of equity units (an “Equity Unit”) expected to be CAD $500,000 and unsecured convertible debenture units (a “Debenture Unit”) with gross proceeds expected to be CAD $300,000, for an aggregate total of CAD $800,000 from the Offering. The Company has increased the total aggregate gross proceeds of the Offering to CAD $1.1 million with an additional CAD $250,000 of Equity Units and $250,000 of Debenture Units expected to be sold in the second tranche (the “Second Tranche”).

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On September 10, the Company announced the closing of the first tranche for gross proceeds totalling CAD $600,000, consisting of CAD $285,000 from the sale of 712,500 Equity Units and CAD $315,000 from the sale of Debenture Units. The private placement of Equity Units and Debenture Units is collectively referred to as the offering (the “Offering”). Following the expected closing of the Second Tranche, the aggregate gross proceeds of CAD $1.1 million from the Offering would consist of CAD $535,000 from Equity Units and CAD $565,000 from Debenture Units.

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Each Equity Unit, at an issue price of CAD $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“).

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Each Debenture Unit consists of one debenture (a “Convertible Debenture”) in the principal amount of CAD $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 CAD $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 CAD $0.55 per Debenture Warrant Share for a period of 36 months from the date of issuance.

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The Company may pay cash finder’s fees and finders warrants to eligible finders for investors introduced to the Company by the eligible finder in regards to the Second Tranche of the Offering.

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The Company will use the proceeds of the Offering to advance its Alzheimer’s Disease program towards the opening of U.S. brain-specific neuroimaging clinic, general and administrative expenses, and for working capital purposes.

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The Company expects to close the second and final tranche of the Offering on or before September 21, 2026.

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The securities issued and issuable, described in this and the previous news releases from August 20, 2026 and September 10, 2026, 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.