Mr. Hugh MacNaught reports

VENTRIPOINT ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-BROKERED CONVERTIBLE DEBENTURE PRIVATE PLACEMENT

Ventripoint Diagnostics Ltd. has closed the first tranche of its previously announced (see Aug. 28, 2024, press release) non-brokered private placement of unsecured convertible debentures for gross proceeds of $300,000.

Ventripoint has issued an aggregate of $300,000 principal amount of debentures with an issue price of $1,000 principal amount per debenture, which will mature on June 28, 2027. Insiders of the corporation, including four directors, subscribed for an aggregate of $35,000 of debentures.

The principal amount of each $1,000 of debenture will be convertible, at the option of the holder, into common shares of the corporation at a conversion price of 19.5 cents for the first year and 25 cents per common share thereafter.

The debentures bear simple interest at an annual rate of 10 per cent, calculated on the principal amount, with any accrued but unpaid interest under the debentures due and payable semi-annually in arrears in either cash or at the option of the corporation as to 40 per cent in cash and 60 per cent in common shares, with the number of common shares being determined by using the 20-day volume-weighted average price of the common shares on the TSX Venture Exchange on that date that is five days prior to the last trading day of the applicable period.

The debentures will convert automatically into common shares of the corporation in the event the corporation's common share closing price prior to Oct. 20, 2026, exceeds 50 cents on the exchange for five consecutive trading days based on the volume-weighted average closing price. In the event of automatic conversion, each debentureholder will receive warrants to purchase that number of common shares as is equal to 50 per cent of the shares issuable on conversion of the debentures until Oct. 20, 2026, at an exercise price of 70 cents per share. In the event the common shares of the corporation closing price on the exchange exceeds $1 for five consecutive trading days, based on volume-weighted average price, the corporation will have the right to accelerate the expiry of the warrants to 10 days.

Finders acting in connection with the offering received aggregate cash finders' fees of $1,600 and an aggregate of 8,205 finders' warrants exercisable into an aggregate of 8,205 common shares at an exercise price of 19.5 cents per common share for a period of 18 months.

The corporation will use the proceeds of the offering to finance operational costs related to sales and marketing, for additional key personnel, and for general working capital purposes.

All securities issued and issuable pursuant to the offering will be subject to a hold period of four months plus one day from the date of closing of the offering. The offering is subject to approval by the exchange.

The offering is a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as insiders subscribed for an aggregate of $35,000 in debentures under the offering. The corporation is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and (b) and 5.7(a) and (b) of MI 61-101, as the corporation is not listed on a specified market and the fair market value of the participation in the transactions by insiders does not exceed 25 per cent of the market capitalization of the corporation, as determined in accordance with MI 61-101, and the fair market value of the transactions is not more than $2.5-million. The corporation did not file a material change report in respect of the related-party transaction at least 21 days before the closing of the offering, which the corporation deems reasonable in the circumstances to complete the transaction.

About Ventripoint Diagnostics Ltd.

Ventripoint is an industry leader in the application of artificial intelligence to echocardiography. Ventripoint's VMS products are powered by its proprietary knowledge-based reconstruction technology, which is the result of a decade of development and provides accurate volumetric cardiac measurements equivalent to MRI. This affordable, gold standard alternative allows cardiologists greater confidence in the management of their patients. Providing better care to patients serves as a springboard and basic standard for all of Ventripoint's products that guide its future developments. In addition, VMS+ is versatile and can be used with all ultrasound systems from any vendor supported by regulatory market approvals in the United States, Europe and Canada.

We seek Safe Harbor.