Mr. Hugh MacNaught reports

VENTRIPOINT ANNOUNCES AMENDED NON-BROKERED CONVERTIBLE DEBENTURE PRIVATE PLACEMENT AND SHARES FOR DEBT TRANSACTION

Ventripoint Diagnostics Ltd. intends to complete, subject to TSX Venture Exchange acceptance, an amended non-brokered private placement of up to $1-million of unsecured convertible debentures. Debentures issued pursuant to the offering will be convertible at 15 cents for the first year of the term, 19.5 cents for the second year of the term and at 25 cents thereafter. The corporation had previously announced (see press releases dated Oct. 15, 2024, Sept. 20, 2024, and Aug. 28, 2024) a non-brokered private placement of up to $3-million principal amount of unsecured convertible debentures, convertible at 19.5 cents during the first year of the term and 25 cents thereafter, the closing of the first tranche and subsequent extension of the previous offering. The previous offering has been terminated and replaced with the new offering. Depending on market conditions, the corporation may increase the size of the offering, subject to approval of the exchange.

Each debenture will have an issue price of $1,000 and will mature June 28, 2027.

The principal amount of each debenture will be convertible, at the option of the holder, into shares of the corporation at an exercise price of 15 cents per common share for the first year, 19.5 cents for the second year and 25 cents thereafter.

The debentures will 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 40 per cent cash and 60 per cent common shares, or 100 per cent common shares at the option of the holder, with the number of common shares being determined by using the 20-day volume-weighted average price of the common shares on the 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 shares closing price prior to Oct. 20, 2026, exceeds 100 per cent of the conversion price on the exchange for five consecutive trading days based on 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.

The corporation may pay cash finder's fee of up to 4 per cent of the gross proceeds of the offering. Finders may also receive common share purchase warrants equal to up to 4 per cent of the aggregate subscription amount in relation to subscribers introduced by the finder, each finder's warrant will be exercisable into one common share at an exercise price of 15 cents per common share for a period of 18 months.

The corporation will use the proceeds of the offering to finance operational costs related sales and marketing, additional key staff, and 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.

Shares for debt transaction

Ventripoint is also pleased to announce that it has agreed to settle an aggregate of $19,335 owed to a former director and a holding company of the former director of the corporation by issuing an aggregate of 128,900 common shares of the corporation at a price of 15 cents per share, subject to exchange approval. The shares are subject to a hold period of four month and one day. The corporation determined to satisfy the indebtedness with shares in order to preserve its cash for development of its business. Issuance of shares is subject to approval by the exchange.

About Ventripoint Diagnostics Ltd.

Ventripoint has become an industry leader in the application of AI (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 our 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 U.S., Europe and Canada.

We seek Safe Harbor.