NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA. TORONTO, May 09, 2024 (GLOBE NEWSWIRE) -- Spectral Medical Inc. (TSX:EDT) (the "Company" or "Spectral"), is pleased to announce that it has entered into an agreement with Paradigm Capital Inc. (the "Underwriter"), in connection with a bought deal private placement consisting of the sale of 9% convertible notes of the Company (the "Convertible Notes") at a price of US$1,000 per Convertible Note due on May 1, 2028 (the "Maturity Date") for gross proceeds of approximately C$8.5 million (the "Offering"). The holders of the Convertible Notes may convert all or any portion of the Convertible Notes into common shares of the Company (the "Common Shares") at a conversion price of C$0.52 per Common Share, subject to customary anti-dilution adjustments and in integral multiples of US$1,000 principal amount at any time prior to the Maturity Date. The Convertible Notes are convertible into approximately 16.4 million Common Shares (or approximately 18.8 million Common Shares if the over-allotment option, as described below, is exercised in full), subject to customary anti-dilution and make whole fundamental change adjustments. The Company has granted the Underwriter an option to sell up to that number of additional Convertible Notes equal to 15% of the base size of the Offering, on the same terms and conditions as set out herein, exercisable in whole or in part at any time up to 48 hours prior to the Closing Date (as defined below). The net proceeds from the Offering are ...