QScreen AI Announces $681,000 Debt Settlement with Directors and Officers

QScreen AI converts insider debt to equity at a premium, cutting liabilities while adding roughly 9.7 million new shares.

Rhea-AI Summary

QScreen AI (PMEDF) will settle $681,000 of debt owed to certain directors and officers by issuing approximately 9.73 million common shares at a deemed price of $0.07 per share. The price reflects a premium of about 180% to the $0.025 CSE closing price on September 18, 2026, and about 40% to the $0.05 unit price of a recent private placement. The transaction removes $681,000 of liabilities without cash outlay, which the company says helps preserve funds for commercialization in the United States, Mexico and the European Union. The deal is a related party transaction under MI 61-101, but QScreen relies on valuation and minority approval exemptions as the fair market value is under 25% of its market capitalization. The new shares will be subject to a four‑month‑plus‑one‑day statutory hold period.

Positive

• Debt of $681,000 eliminated without any cash expenditure
• Only ~9.73 million shares issued due to $0.07 price premium
• Settlement price at ~180% premium to recent $0.025 market close
• Settlement price at ~40% premium to recent $0.05 placement units

Negative

• Issuance of ~9.73 million new shares creates shareholder dilution
• Transaction is a related party deal relying on MI 61-101 approval exemptions

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

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Toronto, Ontario--(Newsfile Corp. - September 21, 2026) - QScreen AI Inc. (CSE: QAI) (OTC Pink: PMEDF) (FSE: 3QP) ("QScreen", "QAI" or the "Company"), an innovator in physiological AI screening and developer of an intelligence platform for clinical and occupational health applications, is pleased to announce that it has agreed to settle an aggregate of $681,000 of indebtedness owing to certain directors and officers of the Company (the "Debt Settlement") through the issuance of approximately 9.73 million common shares of the Company (the "Common Shares") at a deemed price of $0.07 per Common Share (the "Settlement Price").

The Settlement Price represents a premium of approximately 180% to the $0.025 closing price of the Common Shares on the CSE on September 18, 2026, and a premium of approximately 40% to the $0.05 price per unit under the Company's non-brokered private placement that closed on September 9, 2026. By agreeing to settle the indebtedness at a price significantly above both benchmarks, the participating directors and officers have reduced the number of Common Shares issuable pursuant to the Debt Settlement, thereby limiting dilution to existing shareholders.

The Debt Settlement eliminates $681,000 of liabilities from the Company's balance sheet without requiring any cash expenditure, allowing the Company to preserve its cash resources for ongoing operations and commercialization initiatives in the United States, Mexico and the European Union.

As certain directors and officers of the Company are participating in the Debt Settlement, the transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Debt Settlement exceeds 25% of the Company's market capitalization.

All securities issued pursuant to the Debt Settlement will be subject to a statutory hold period expiring four months and one day from the date of issuance in accordance with applicable Canadian securities laws and the policies of the Canadian Securities Exchange (CSE).

About QScreen AI Inc.

QScreen AI Inc. (CSE: QAI) (OTC Pink: PMEDF) (FSE: 3QP) is a health technology company building a proprietary artificial intelligence engine with quantum-inspired computing and advanced physiological sensing to clinical and occupational health assessments across correctional facilities, addiction medicine rehabilitation, and industrial workforce screening in multiple jurisdictions. For more information visit www.q-screen.ai.

Contact

Dr. Rahul Kushwah, COO
Rahul.kushwahphd@gmail.com
(647) 889 6916

Caution Regarding Forward-Looking Information:

This news release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information in this news release includes, without limitation, statements regarding the completion of the Debt Settlement, the issuance of Common Shares pursuant to the Debt Settlement, the anticipated reduction of liabilities and preservation of the Company's cash resources resulting from the Debt Settlement, and the Company's intended use of such resources for its business and commercialization activities.

Forward-looking information is based on a number of assumptions that management believes to be reasonable as of the date of this news release, including assumptions regarding the receipt of all required approvals, the satisfaction of all conditions to completion of the Debt Settlement, and the Company's ability to execute its business plans and commercialization strategy. However, forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking information. These risks and uncertainties include, among others, the risk that the Debt Settlement may not be completed as currently contemplated, the risk that required approvals may not be obtained, as well as general economic, market and business conditions, and other risks and uncertainties disclosed in the Company's public disclosure documents available under its profile on SEDAR+ at www.sedarplus.ca.

Readers are cautioned not to place undue reliance on forward-looking information. The forward-looking information contained in this news release is made as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

The Company's securities have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. Persons", as such term is defined in Regulation S under the U.S. Securities Act, absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.

QScreen AI screening tools provide risk assessment and decision support only. They are not diagnostic medical devices and are not intended to replace professional medical judgment.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/315106