Mr. Hugh MacNaught reports

VENTRIPOINT ISSUE SHARES FOR PAYMENT OF DEBENTURE INTEREST AND AMENDS TERMS OF CONVERTIBLE DEBENTURE OFFERING

Ventripoint Diagnostics Ltd. will satisfy a debenture interest payment obligation with the issuance of common shares, subject to TSX Venture Exchange approval. The corporation will issue an aggregate of up to 112,210 common shares for the payment of an aggregate of $11,221 of interest on certain outstanding convertible debentures issued by the corporation on May 10, 2024. The convertible debentures bear interest at the rate of 10 per cent per annum, payable every six months. The shares will be issued at a deemed price of 10 cents, subject to the approval of TSX-V, and are subject to a hold period of four months and one day. The issuance of the shares will not create a control person of the corporation.

Amended convertible debenture offering

Ventripoint also announces it has amended its non-brokered private placement offering of up to $1-million of unsecured convertible debentures. Debentures will be convertible at 10 cents for the first year of the term, 15 cents for the second year of the term and at 25 cents thereafter. The corporation had previously announced (see news release dated Nov. 6, 2024) a non-brokered private placement of up to $1-million principal amount of unsecured convertible debentures, convertible at 15 cents during the first year of the term, 19.5 cents during second year of the term and 25 cents thereafter.

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

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 in cash and 60 per cent in common shares, or 100 per cent in 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 closing price of the common shares of the corporation 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 such finders; each finder's warrant will be exercisable into one common share at an exercise price of 10 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 personnel, 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.

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 (magnetic resonance imaging). 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 the company's 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.