Mr. Hugh MacNaught reports

VENTRIPOINT ANNOUNCES NON-BROKERED CONVERTIBLE DEBENTURE UNITS PRIVATE PLACEMENT AND SHARE ISSUANCE

Ventripoint Diagnostics Ltd. has arranged a non-brokered private placement of up to $500,000 of unsecured convertible debenture units, subject to TSX Venture Exchange acceptance. Each unit will comprise one unsecured convertible debenture principal amount of $1,000, convertible into common shares of the corporation, and 9,000 common share purchase warrants. Depending on market conditions, the corporation may increase the size of the offering, subject to approval of the exchange.

The debentures will be convertible into common shares of the corporation at the option of the holder at any time prior to maturity at a conversion price of 11 cents per common share. Each whole warrant will entitle the holder thereof to purchase one common share at a price of 14 cents until Dec. 31, 2027.

The debentures will mature on Dec. 31, 2027, and will bear interest at 10 per cent, payable semi-annually in arrears, in either cash or, at the option of the corporation, by issuance of common shares at a 20-day VWAP (volume weighted average price), determined at time of payment, subject to exchange approval.

The corporation may pay a cash finder's fee and issue common share purchase warrants of up to 4 per cent of the gross proceeds of the offering. Each finder's warrant will be exercisable into one common share at an exercise price of 11 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.

Ventripoint issues shares for payment of debenture interest

The corporation announces that, further to its news release of June 30, 2025, it has received approval from TSX-V to issue an aggregate of 564,473 common shares to settle an aggregate of $76,203.59 of debenture interest at a deemed price of 13.5 cents per share in connection with interest owing on debentures issued on May 10, 2024, Sept. 20, 2024, and Dec. 16, 2024. The common shares are subject to a hold period of four months and a day.

The corporation has issued an aggregate of 50,042 shares to certain insiders of the corporation, which is considered to be a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The corporation has relied upon the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5 (a) and 5.7 (1)(a), as the fair market value of the insider transaction does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.

Exercise of broker's warrants

In addition, the corporation has issued an aggregate of 6,000 common shares on the exercise of broker's warrants issued in connection with the corporation's debenture financing, which closed on Jan. 17, 2025.

Exercise of options

The corporation also announces the recent exercise of an aggregate of 200,000 options granted in June, 2025. The options were exercised at 11 cents, and the shares are subject to a hold period of four months and one day.

Advisory agreement update

The corporation also updates its June 17, 2025, news release announcing an advisory agreement with Fournel Advisory. Pursuant to the advisory agreement, the total consideration payable pursuant to the advisory agreement will be an aggregate of 265,000 options, exercisable at 11 cents per share, and a cash payment of $30,000 (U.S.).

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 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.

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