Diagnos Inc — Capital/Financing Update 2022

Dec 23, 2022

« AMENDED »

FORM 51-102F3

MATERIAL CHANGE REPORT UNDER NATIONAL INSTRUMENT 51-102

Item 1 Name and Address of Company

DIAGNOS Inc. (the “Corporation”) 7005 Taschereau Blvd, Suite 265 Brossard, QC J4Z 1A7

Item 2 Date of Material Change

November 25, 2022

Item 3 News Release

A press release was issued on November 25, 2022 through Globenewswire.

Item 4 Summary of Material Change

The Corporation closed a non-brokered private placement for gross proceeds of $500,000.

Item 5 Full Description of Material Change

On November 25, 2022, the Corporation closed a non-brokered private placement (the “Private Placement”) of 10 units (each a “Unit”) issued at a price of $50,000 per Unit for gross proceeds of $500,000. Each Unit consists of one unsecured convertible debenture (each a “Debenture”) and 50,000 stock warrants (each a “Warrant”).

Each Debenture has a term of 36 months ending November 25, 2025 (the “Term”) and bears interest at the annual rate of 10%. At the option of the holder of the Debenture, the principal amount of the Debenture may be converted, at any time during the Term, into common shares of the Corporation (each a “Share”) at a price of $0.22 per Share. Any accrued interest on the principal, at time of conversion, will be immediately payable in cash.

Each Warrant entitles the holder to purchase one Share at a price of $0.26 per Share, for a period of 18 months ending May 25, 2024. If, at any time following March 26, 2023, the daily volume weighted average trading price of the Shares is or exceeds $0.40 for 15 consecutive trading days, the Corporation shall have the option to accelerate the expiry of the Warrants. If the Corporation chooses to exercise the acceleration right, the new expiry date of the Warrants will be the 30th day following the notice of such exercise.

The proceeds from the Private Placement will be used mainly to fund product development, commercialization of AI-based screening services as well as general and administrative activities.

One insider of the Corporation, Mr. Tristram Coffin, indirectly subscribed for 2 Units for a cash consideration of $100,000, representing 20% of the gross proceeds. Assuming the conversion of the Debentures and exercise of all of its outstanding securities including the Warrants, Mr. Coffin would, directly and indirectly, exercise control over 8,784,052 Shares of the Corporation representing 12.54% of the total issued Shares, on a partially diluted basis.

2

Mr. Coffin is considered a “related party” of the Corporation within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61101”). The transaction is exempt from the valuation requirement and the minority approval requirement prescribed in MI 61-101, based on sections 5.5(a) and 5.7(1)(a), as the fair market value of the related party participation in the Private Placement does not exceed 25% of the Corporation’s market capitalization. The board of directors of the Corporation has reviewed and approved the transaction to ensure that it was in the best interest of DIAGNOS and its shareholders. The Corporation did not file a Form 51-102F3 material change report in respect of the transaction 21 days in advance of the closing of the Private Placement because insider participation had not been confirmed. The shorter period was necessary in order to permit the Corporation to close the Private Placement in a timeframe consistent with usual market practice for transactions of this nature.

In connection with the Private Placement, the Corporation paid a cash commission of $15,000 to one qualified person (“Finder”) and issued 68,18 finder’s warrants to the Finder. Each finder’s warrant entitles the Finder to purchase one Share at an exercise price of $0.26 per Share for a period of 18 months ending May 25, 2024.

All securities issued as part of the Private Placement are subject to a statutory hold period ending March 26, 2023.

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

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable

Item 7 Omitted Information

None

Item 8 Executive Officer

Marc-André Massue, CFO Telephone: (450) 678-8882 ext. 235

Item 9 Date of report

December 23, 2022