Star Metro - AI/ML Innovations Inc. Announces Closing of Final Tranche of Private Placement to Raise $1,917,500

TORONTO, ON / ACCESS Newswire / May 11, 2026 / AI/ML Innovations Inc. ("AIML" or the "Company") (CSE:AIML)(OTCQB:AIMLF)(FSE:42FB) is pleased to announce that it has closed the second and final tranche of its previously announced non-brokered private placement (the "Offering") pursuant to which the Company has issued convertible debentures ("Debentures") in the aggregate principal amount of $1,917,500. Together with the first tranche closing, the Company has issued Debentures in the aggregate principal amount of $2,867,500.

The Debentures may be converted into units of the Company ("Units") at the option of the holder of the Debentures at any time at a conversion price of $0.05 per Unit, with each Unit being comprised of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Subject to the anti-dilution provisions contained in the certificates governing the terms of the Warrants, each whole Warrant shall be exercisable to acquire one Common Share at a price of $0.15 for a period of 36 months from the date of issuance of the Warrants The Debentures bear interest at a rate of 10% per annum that accrues and is payable on the earlier of maturity or conversion, with accrued/unpaid interest also being convertible into Units under the same terms. The Debentures mature on May 11, 2029. All securities issued and issuable pursuant to the first tranche of the Offering are subject to a statutory hold period expiring on September 12, 2026.

The Offering remains subject to the final approval of the Canadian Securities Exchange.

Insiders of the Company have purchased, directly or indirectly, Debentures in the aggregate principal amount of $340,000 pursuant to the Offering, as a result of which the Offering is a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61- 101"). The Company is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to the exemptions contained in Sections 5.5(b) and 5.7(1)(a) of MI 61-101 on the basis that the Company is listed on the Canadian Securities Exchange and neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the Offering, insofar as it involves the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About AI/ML Innovations Inc.

AIML Innovations Inc. is a global technology company pioneering the use of artificial intelligence and neural networks to transform digital health. Our proprietary platforms leverage advanced signal processing and deep learning to convert complex biometric data into actionable clinical insights - supporting earlier diagnosis, personalized treatment, and more effective care. AIML's shares trade on the Canadian Securities Exchange (CSE:AIML), the OTCQB Venture Market (AIMLF), and the Frankfurt Stock Exchange (42FB).

For detailed information please see AIML's website or the Company's filed documents at www.sedarplus.ca.

For further information, please contact:

Paul Duffy, Executive Chairman and CEO
416-941-8900

Disclaimer for Forward-Looking Information

This news release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts are forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements that relate to the proposed completion of any further tranches of the Offering, and the receipt of all applicable regulatory consents in connection therewith.

Statements contained in this release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of the Company. Such statements can generally, but not always, be identified by words such as "expects", "plans", "anticipates", "intends", "estimates", "forecasts", "schedules", "prepares", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. All statements that describe the Company's plans relating to operations and potential strategic opportunities are forward-looking statements under applicable securities laws. These statements address future events and conditions and are reliant on assumptions made by the Company's management, and so involve inherent risks and uncertainties, as disclosed in the Company's periodic filings with Canadian securities regulators. As a result of these risks and uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ from those currently projected, and there is no representation by the Company that the actual results realized in the future will be the same in whole or in part as those presented herein. The Company disclaims any intent or obligation to update forward-looking statements or information except as required by law. Readers are referred to the additional information regarding the Company's business contained in the Company's reports filed with the securities regulatory authorities in Canada. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company's filings that are available at www.sedar.com.

The Company provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company does not undertake to update any for-ward looking statements, other than as required by law.

SOURCE: AIML Innovations Inc.

View the original press release on ACCESS Newswire

P.Lefebvre--SMC