Mr. Hugh MacNaught reports

VENTRIPOINT PROVIDES FINANCING UPDATE

Ventripoint Diagnostics Ltd. has provided an update on its proposed financing activities.

LIFE offering

Ventripoint intends to complete, subject to TSX Venture Exchange acceptance, a non-brokered private placement of up to $500,000 of units of the corporation at price of 19.5 cents per unit. The LIFE offering is being made to purchasers' resident in Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exempt Distributions). The securities offered under the listed issuer financing exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.

Each unit will consist of one common share of the corporation and one share purchase warrant of the corporation. Each warrant will entitle the holder to purchase one share at a price of 30 cents per warrant share at any time on or before the date which is six months after the issuance of the warrant, subject to adjustment in certain events.

The corporation may pay cash finders' fees of up to 4 per cent of the gross proceeds of the LIFE 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 19.5 cents per common share for a period of six months.

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

Convertible debenture

Ventripoint intends to complete, subject to TSX-V acceptance, a non-brokered private placement of up to $3-million of unsecured convertible debentures.

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

The principal amount of each debenture will be convertible, at the option of the holder, into common shares of the corporation for an effective exercise price of 19.5 cents per common share for the first 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, with the number of common shares being determined by using the 20-day volume-weighted average price of the common shares on the TSX-V 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 corporations' common shares closing price prior to Oct. 20, 2026, exceeds 100 per cent of the conversion price on the TSX-V for five consecutive trading days based on the volume-weighted average closing price on the TSX-V. In the event of automatic conversion, each debenture holder 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 TSX-V 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 a cash finder's fee of up to 4 per cent of the gross proceeds of the CD 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 19.5 cents per common share for a period of 18 months.

The corporation will use the proceeds of the CD 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 CD offering will be subject to a hold period of four months plus one day from the date of closing of the CD offering. The CD offering is subject to approval by the TSX-V.

The securities offered pursuant to the LIFE offering and the CD offering will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent a registration statement or an applicable exemption from the registration requirements. The press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Loan

Ventripoint announces it has issued a grid promissory note for a maximum of up to $100,000 inclusive of both principal and interest to Hodgkinson Equities Corp. The promissory note is repayable by March, 2025, bears 12-per-cent interest and is secured by the corporation's GST/HST rebate. Hodgkinson Equities Corp. is an arm's-length party to the corporation and is controlled by a former director of the corporation.

Background

Ventripoint is pursuing a financing strategy that provides working capital through the promissory note, near term flexibility through the LIFE offering and support for continuing commercial operations through the CD offering. This year to date, the corporation has released VMS+ V3.2 for sale, secured a medical device licence for VMS+ V4.0 in Canada and submitted V4.0 for 510(k) clearance by the U.S. FDA. Management forecasts sales of additional units prior to year-end and is actively pursuing business development opportunities.

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 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 U.S., Europe and Canada.

We seek Safe Harbor.