Izotropic Engages International Communications Consultant, Grants Incentive Stock Options & RSUs to Key Personnel, Amends Promissory Note with Primary Lender

Rhea-AI Summary

Izotropic (IZOZF) has announced several key corporate updates. The company has engaged JG Global Communications as its International Communications Consultant for a 6-month term at $6,000 monthly, with the consultant receiving 200,000 stock options at $0.31 and 200,000 RSUs.

The company granted additional equity awards totaling 3,000,000 stock options at CAD $0.31 and 300,000 RSUs to directors, officers, and consultants.

Additionally, Izotropic amended its loan agreement with 0914474 BC The loan balance has increased to CAD $2,675,000, reflecting accrued interest and extension fees. The loan carries a 12% annual interest rate, payable quarterly, with the next maturity date set for September 30, 2025. As part of the amendment, 3,000,000 bonus warrants were issued at $0.31 per share with a 5-year term.

Positive

• Secured experienced international communications consultant with proven track record ($100M+ raised)
• Enhanced global market reach potential, particularly in Asia and Europe
• Consultant has significant skin in the game with 1M+ personal shareholding

Negative

• Increased debt burden with loan balance growing to CAD $2.675M from initial $2M
• High interest rate of 12% annually on the loan
• Significant equity dilution through issuance of 3.3M stock options and 300K RSUs
• Additional dilution potential from 3M bonus warrants issued to lender

Vancouver, British Columbia and Sacramento, California--(Newsfile Corp. - April 2, 2025) - Izotropic Corporation (CSE: IZO) (OTCQB: IZOZF) (FSE: 1R3) ("Izotropic" or the "Company"), a medical device company commercializing imaging-based products utilizing innovative and emerging technologies for the more accurate screening, diagnoses, and treatment of breast cancers, announces that it has engaged an International Communications Consultant, and granted Incentive Stock Options and Restricted Share Units to Directors, Advisors, and Key Consultants.

International Communications Consultant

Izotropic has engaged JG Global Communications, led by Mr. James Gagnon, to represent the Company as its International Communications Consultant.

Mr. Gagnon brings over two decades of experience in international finance and investor relations, has raised over $100 million in private capital, and has built an extensive global database of investor contacts, particularly across Asia and Europe. His multilingual capabilities including fluency in Mandarin Chinese and conversational ability in several other languages position him well to engage across key global markets. These efforts are aligned with Izotropic's longer-term commercialization strategy, which includes the planned global launch of IzoView, with particular attention to underserved and developing regions where breast cancer incidence is rising, and early detection technologies are in high demand.

In the role of International Communications Consultant, JG Global Communications will lead proactive outbound investor communications and global outreach efforts on behalf of Izotropic, with a focus on increasing awareness of Izotropic's technology and value proposition; building relationships with individual investors, brokers, family offices, and healthcare-focused funds; and identifying new sources of investor interest that to impact market investment and financing activities while increasing global recognition of the Company's mission and technologies.

As a long-time shareholder of the Company, Mr. Gagnon personally holds over 1 million shares in Izotropic.

JG Global Communications has been engaged for a six (6) month term at $6,000 per month and the Agreement may be renewed for additional terms at the discretion of the Company. Pursuant to the agreement, 200,000 Stock Options have been issued at an exercise price of $0.31 for a two (2) year term that vest immediately, as well as 200,000 Restricted Share Units that vest immediately.

Incentive Stock Options and Restricted Share Units

The Company has issued additional Stock Options and Restricted Share Units to certain directors, officers, and consultants in recognition of their ongoing contributions and to align their interests with those of the Company's shareholders. These equity awards form part of the Company's long-term incentive compensation plan and are intended to support retention and continued performance among key team members.

Pursuant to the Company's Stock Option Plan, 2,800,000 stock options have been granted at an exercise price of CAD $0.31 for a five (5) year term and vest immediately.

Pursuant to the Company's Long Term Incentive Plan, 100,000 Restricted Share Units have been issued and vest immediately.

In total, 3,000,000 Stock Options and 300,000 Restricted Share Units have been issued.

Amended Promissory Note Agreement and Bonus Warrants Issuance

Izotropic Corporation has entered into an amended loan agreement (the "Amended Loan Agreement") with 0914474 BC Ltd. (the "Lender") effective March 31, 2025.

Initial Loan Summary

The original unsecured loan of $2,000,000 CDN was entered into on April 1, 2022, with a 12% annual interest rate (1% per month), payable quarterly, and an initial maturity date of March 31, 2023. The loan included 826,613 non-transferable bonus warrants, which expired unexercised on March 31, 2024. By June 30, 2024, the outstanding balance had increased to $2,415,000, accounting for accrued interest and extension fees, net of interest payments already made.

Amended Loan Details

The Company and the Lender have agreed to amend the terms of the loan. As of March 31, 2025, the new loan balance stands at $2,675,000 CDN, which reflects:

• The $2,415,000 balance as of June 30, 2024,
• Additional accrued interest of $180,000 for the period July 1, 2024, to March 31, 2025,
• A 5% extension fee of $100,000 for the current 6-month term (July 1 - Dec 31, 2024).

The loan now carries forward in renewable 6-month terms until repaid in full. Interest continues to accrue at 12% per annum, payable quarterly. The next maturity date is September 30, 2025.

New Bonus Warrants

In conjunction with the amended loan terms, the Company will issue 3,000,000 bonus warrants to the Lender, exercisable at a deemed price of $0.31 per share. The warrants have a 5-year term, and are subject to a 9.99% beneficial ownership cap, meaning the Lender cannot exercise warrants beyond this threshold without prior written agreement.

Security Agreement

The loan is secured by a General Security Agreement entered into by the Company and the Lender in September 2024, covering the principal, accrued interest, and any extension fees.

Change of Control Clause

In the event of a change in control or material change in the Company's board or management, the amended loan, interest, and any fees become immediately payable unless otherwise agreed to by the Lender.

Regulatory Approval

The Amended Loan Agreement and associated securities may be subject to approval by the Canadian Securities Exchange (CSE).

About Izotropic:

More information about Izotropic Corporation can be found on its website at izocorp.com and by reviewing its profile on SEDAR at sedarplus.ca.

Forward-Looking Statements:

This document may contain statements that are "Forward-Looking Statements," which are based upon the current estimates, assumptions, projections, and expectations of the Company's management, business, and its knowledge of the relevant market and economic environment in which it operates. The Company has tried, where possible, to identify such information and statements by using words such as "anticipate," "believe," "envision," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," "contemplate" and other similar expressions and derivations thereof in connection with any discussion of future events, trends or prospects or future operating or financial performance, although not all forward-looking statements contain these identifying words.

These statements are not guarantees of performance and involve risks, including those related to capital requirements and uncertainties that are difficult to control or predict, and as such, they may cause future results of the Company's activity to differ significantly from the content and implications of such statements. Forward-Looking Statements are pertinent only as of the date on which they are made, and the Company undertakes no obligation to update or revise any Forward-Looking Statements to reflect new information or the occurrence of future events or circumstances unless otherwise required to do so by law. Neither the Company nor its shareholders, officers, and consultants shall be liable for any action and the results of any action taken by any person based on the information contained herein, including, without limitation, the purchase or sale of Company securities. Nothing in this document should be deemed to be medical or other advice of any kind. All images are for illustrative purposes only. IzoView has not yet been approved or cleared for sale.

Contacts:

Izotropic Corporation
Robert Thast
Interim Chief Executive Officer
Telephone: 1-604-220-5031 or 1-800-IZOCORP ext. 3
Email: bthast@izocorp.com

General Inquiries
Telephone: 1-604-825-4778 or 1-800-IZOCORP ext. 1
Email: info@izocorp.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247116

FAQ

What are the terms of IZOZF's amended loan agreement as of March 2025?

The loan balance is CAD $2,675,000 with 12% annual interest payable quarterly, maturing September 30, 2025. It includes 3,000,000 bonus warrants at $0.31/share with a 5-year term.

How many stock options and RSUs did IZOZF grant in April 2025?

IZOZF granted 3,000,000 stock options at CAD $0.31 and 300,000 Restricted Share Units to directors, officers, and consultants.

What are the terms of IZOZF's engagement with JG Global Communications?

6-month term at $6,000 monthly, plus 200,000 stock options at $0.31 and 200,000 RSUs that vest immediately.

How has IZOZF's loan balance changed from the original 2022 agreement?

The loan increased from initial $2M to $2.675M due to accrued interest of $180,000 and a 5% extension fee of $100,000.