Mr. Hugh MacNaught reports

VENTRIPOINT ANNOUNCES CLOSING OF THIRD TRANCHE OF AMENDED NON-BROKERED CONVERTIBLE DEBENTURE PRIVATE PLACEMENT AND EXTENSION OF OFFERING

Further to the press release dated Dec. 17, 2024, and Jan. 20, 2025, announcing the closing of the first and second tranches of its non-brokered private placement (see Nov. 6, 2024, Dec. 9, 2024, Dec. 17, 2024, and Dec. 20, 2024, press releases) of unsecured convertible debentures, which raised gross proceeds of $341,000 and $169,000, respectively, Ventripoint Diagnostics Ltd. has closed the third tranche of the offering with the issuance of an additional $87,000 principal amount of debentures.

The debentures mature on June 28, 2027. 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 10 cents for the first year of the term, 15 cents for the second year of the term and at 25 cents 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 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 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 100 per cent of the conversion price 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 28 cents per share. In the event the common shares of the corporation's closing price on the exchange exceeds $1 for five consecutive trading days, based on the volume-weighted average price, the corporation will have the right to accelerate the expiry of the warrants to 10 days.

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.

About Ventripoint Diagnostics Ltd.

Ventripoint has become 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.