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DiagnaMed Enters Acquisition Agreement to Acquire Colchester East Natural Hydrogen Project in Nova Scotia

(Neutral)

DiagnaMed (OTCQB: DGNMF) entered an agreement to acquire the Colchester East Natural Hydrogen Project in Nova Scotia, comprising 30 licenses totalling 2,104 claims. The acquisition places DiagnaMed in a highly active natural hydrogen corridor adjacent to claims held by major players and complements its Ontario land position.

Deal terms include a $10,000 non-refundable cash payment, issuance of 10,000,000 common shares to sellers, a 2.0% royalty on hydrogen/mineral revenues and a repurchase option to buy back 50% of the royalty for $2,000,000. Transaction is subject to CSE approval and standard hold periods. DiagnaMed also appointed Fabrice Consalvo to its board to bolster energy expertise.

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Positive

  • 2,104 claims added in Nova Scotia hydrogen corridor
  • Issued land adjacent to major players provides regional scale
  • Repurchase option to buy 50% of royalty for $2,000,000

Negative

  • Issuance of 10,000,000 shares will dilute existing shareholders
  • Sellers retain a 2.0% royalty on future hydrogen/mineral revenues
  • Transaction subject to CSE approval, creating conditionality

News Market Reaction – DGNMF

+3.36%
+3.36% Session close to close

In the Dec 10 session, DGNMF gained 3.36%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement expanded DiagnaMed’s natural hydrogen footprint with the Colchester East Project, ...
Analysis

This announcement expanded DiagnaMed’s natural hydrogen footprint with the Colchester East Project, adding 30 licenses and 2,104 claims in a highly active basin. The acquisition involves a $10,000 cash payment, issuance of 10,000,000 shares, a 2.0% royalty, and a potential $2,000,000 royalty buyback. Combined with prior Temiscamingue discoveries and leadership additions, investors may watch how efficiently the company advances exploration and integrates its new director’s energy expertise.

Key Figures

Project licenses: 30 licenses Project claims: 2,104 claims Cash payment: $10,000 +5 more
8 metrics
Project licenses 30 licenses Colchester East Natural Hydrogen Project in Nova Scotia
Project claims 2,104 claims Colchester East Natural Hydrogen Project land package
Cash payment $10,000 Non-refundable cash consideration under Acquisition Agreement
Share issuance 10,000,000 common shares Consideration shares to Sellers for Colchester East Project
Sellers' royalty 2.0% royalty Royalty on hydrogen or mineral revenues retained by Sellers
Royalty buyback $2,000,000 Amount to repurchase 50% of Sellers' Royalty
Board experience More than 30 years Energy sector experience of new director Fabrice Consalvo
Stock options exercise price $0.05 per share Exercise price on options granted July 21, 2025

Historical Context

5 past events · Latest: Oct 27 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Oct 27 Exploration results Positive +1.7% Reported >11 km extension of natural hydrogen system with strong sample readings.
Oct 14 Discovery update Positive +0.1% Announced major natural hydrogen discovery with high ppm soil-gas anomalies.
Oct 08 Partnership / MOU Positive -5.3% Signed MOU with Témiscamingue First Nation for hydrogen development cooperation.
Sep 30 Leadership & ops Positive -19.4% Strengthened leadership team and completed extensive hydrogen soil sampling program.
Jul 21 Equity incentives Positive +57.0% Issued RSUs and stock options to align leadership with natural hydrogen strategy.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Positive hydrogen and corporate updates often led to upside, but there are instances where favorable developments coincided with notable price declines.

Recent Company History

Over the last six months, DiagnaMed reported multiple milestones in its natural hydrogen strategy. On July 21, 2025, it issued equity incentives, and the stock rose 56.98%. Through September and October it completed over 1,000 soil-gas samples, signed an MOU with Témiscamingue First Nation, and announced major hydrogen discoveries and extensions in the Temiscamingue Graben, with 24-hour moves ranging from -19.39% to 1.72%. Today’s acquisition expands this footprint into Nova Scotia.

Key Terms

royalty, caprock, stratigraphy, statutory, +1 more
5 terms
royalty financial
"Sellers will retain a 2.0% royalty on hydrogen or mineral revenues"
A royalty is a payment made to the owner of a resource or asset—such as a patent, mineral rights, or creative work—whenever others use or profit from it. For investors, royalties provide a steady stream of income without owning the entire asset, similar to earning a small commission each time a product is sold or a service is used. This makes royalties an important factor in valuing certain types of investments.
caprock technical
"including fault-controlled migration pathways, caprock configurations, and proven"
A caprock is a dense, impermeable layer of rock that sits above a reservoir of oil, natural gas or groundwater and acts like a tight lid that keeps those fluids trapped below. For investors, a strong caprock means hydrocarbons are more likely to remain concentrated and recoverable, which supports reserve estimates and reduces the risk that a drilling project will fail to find commercially recoverable resources.
stratigraphy technical
"caprock configurations, and proven hydrogen-bearing stratigraphy."
Stratigraphy is the study of rock layers and how they are stacked, like reading the pages of a book or the layers of a cake to see what was deposited when and where. For investors, stratigraphy matters because it helps geologists locate and estimate the size and depth of mineral, oil, gas or groundwater deposits and assess how hard or costly it will be to extract them, which directly affects project value and risk.
statutory regulatory
"All securities issued will be subject to a statutory four-month-and-one-day hold period."
Relating to a statute or law, statutory describes duties, limits, payments or requirements that are set and enforced by government rules rather than by choice or private agreement. Investors care because statutory obligations — like required disclosures, taxes, minimum capital, or safety standards — are non‑optional costs or constraints that can affect a company’s cash flow, legal risk and future growth; think of them as rules of the road that firms must follow or face penalties.
hold period regulatory
"subject to a statutory four-month-and-one-day hold period."
A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Toronto, Ontario--(Newsfile Corp. - December 10, 2025) - DiagnaMed Holdings Corp. (CSE: DMED) (OTCQB: DGNMF) ("DiagnaMed" or the "Company") is pleased to announce that it has entered into an acquisition agreement (the "Acquisition Agreement") to acquire the Colchester East Natural Hydrogen Project in Nova Scotia, consisting of 30 licenses totaling 2,104 claims.

This strategic acquisition positions DiagnaMed directly within Canada's most active and rapidly expanding natural hydrogen corridor—a region that has recently drawn significant attention from major global players, including Koloma, which registered thousands of claims across the Cumberland Basin, and Rio Tinto, which recently secured a large block of claims immediately to the south. This unprecedented staking surge underscores the geological potential of the basin and places DiagnaMed alongside industry leaders such as Quebec Innovative Materials Corp. (QIMC).

The acquisition also complements DiagnaMed's existing land position in Ontario's Temiscamingue hydrogen corridor and supports the Company's strategy to advance next-generation natural hydrogen extraction technologies.

CEO Commentary

John Karagiannidis, CEO of DiagnaMed, stated:

"This acquisition represents a strategic opportunity and positions DiagnaMed among the largest natural hydrogen claim holders in Canada. With major industry groups like Koloma and Rio Tinto now aggressively securing ground in the area, it's clear that this region is emerging as one of North America's most competitive natural hydrogen frontiers. Our entry into this district is timely, deliberate, and aligned with our goal of deploying cutting-edge extraction technologies across multiple high-potential jurisdictions."

Strategic Importance of the Colchester East Project

The Colchester East Project is located directly east of the natural hydrogen properties held by QIMC, which recently reported significant natural hydrogen concentrations in the region. The project also lies immediately adjacent to the recent major staking initiatives by Koloma to the north and Rio Tinto to the southwest.

The acquired licenses exhibit the same key geological indicators observed on neighbouring discoveries, including fault-controlled migration pathways, caprock configurations, and proven hydrogen-bearing stratigraphy. Together, these features provide a robust foundation for DiagnaMed to execute systematic exploration using its emerging proprietary technologies.

Acquisition Terms

Under the terms of the Acquisition Agreement:

  • DiagnaMed will make a non-refundable cash payment of $10,000;
  • The Company will issue 10,000,000 common shares to the Sellers;
  • Sellers will retain a 2.0% royalty on hydrogen or mineral revenues (the "Sellers' Royalty");
  • DiagnaMed may repurchase 50% of the Sellers' Royalty for $2,000,000.

The transaction is subject to approval from the Canadian Securities Exchange (CSE). All securities issued will be subject to a statutory four-month-and-one-day hold period. The Sellers are arm's-length to the Company.

Corporate Update

DiagnaMed is pleased to announce that Fabrice Consalvo has joined its Board of Directors. Mr. Consalvo brings more than 30 years of global energy sector experience, including leadership roles with Areva, Accenture, and Investissement Québec. He is currently the founder of Gamanergie Consulting, advising international clients on building efficient and profitable energy ecosystems.

His appointment strengthens DiagnaMed's governance, technical focus, and commercialization strategy as the Company expands its natural hydrogen portfolio.

About DiagnaMed Holdings Corp. (CSE: DMED)

DiagnaMed is a Canadian technology innovator focused on developing advanced natural hydrogen extraction technologies to support the rapidly growing hydrogen sector. The Company is committed to delivering scalable, cost-efficient, and sustainable solutions essential to global energy security and decarbonization. Visit www.DiagnaMed.com.

For more information, please contact:
DiagnaMed Holding Corp.
John Karagiannidis, President & CEO
Tel: 514-726-7058
Email: info@diagnamed.com

Neither the Canadian Securities Exchange nor its Regulation Services Provider have reviewed or accept responsibility for the adequacy or accuracy of this release.

Cautionary Statement

Certain statements in this news release are forward-looking statements, including with respect to future plans, and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as "will", "may", "expect", "could", "can", "estimate", "anticipate", "intend", "believe", "projected", "aims", and "continue" or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, the continued availability of capital and financing, litigation, failure of counterparties to perform their contractual obligations, loss of key employees and consultants, and general economic, market or business conditions. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the caption "Risk Factors" in Company's management's discussion and analysis for the Three and Six Months Ended March 31, 2025 ("MD&A"), dated May 28, 2025, which is available on the Company's profile at www.sedarplus.ca. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information. The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277537

FAQ

What did DiagnaMed (DGNMF) agree to acquire on December 10, 2025?

DiagnaMed agreed to buy the Colchester East Natural Hydrogen Project with 30 licenses (2,104 claims) in Nova Scotia.

What are the financial terms of DiagnaMed's acquisition for DGNMF shareholders?

Terms include $10,000 cash, issuance of 10,000,000 common shares, and a 2.0% royalty with a $2,000,000 repurchase option for 50%.

How will the 10,000,000 share issuance affect DGNMF shareholders?

The 10,000,000 share issuance will dilute existing holders; the precise dilution percent depends on outstanding share count.

When does the DiagnaMed acquisition become final for DGNMF?

The transaction is subject to Canadian Securities Exchange (CSE) approval and securities will have a four-month-and-one-day hold period.

What royalty burden did DiagnaMed accept in the DGNMF deal?

Sellers retain a 2.0% royalty on hydrogen or mineral revenues, with DiagnaMed able to repurchase 50% for $2,000,000.

Does the Colchester East acquisition expand DiagnaMed's hydrogen footprint for DGNMF?

Yes; the acquisition places DiagnaMed in a major Nova Scotia natural hydrogen corridor and complements its Ontario holdings.