An anonymous director reports

VENTRIPOINT ANNOUNCES NON-BROKERED CONVERTIBLE DEBENTURE PRIVATE PLACEMENT

Ventripoint Diagnostics Ltd. intends to complete, subject to TSX Venture Exchange acceptance, a non-brokered private placement of up to $3-million of unsecured convertible debentures. 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 three years from date of issuance.

The principal amount of each debenture will be convertible, at the option of the holder, into 4,000 common shares of the corporation for an effective exercise price of 25 cents per common share.

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, 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 closing price of the corporation's common shares 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 finders' fees 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 warrant will be exercisable into one common share at an exercise price of 25 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.