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Toronto, Ontario – TheNewswire - January 19, 2026 – Ventripoint Diagnostics Ltd. (“ Ventripoint ” or the “ Corporation ” ) , ( TSXV:VPT) announces the closing of its previously announced non-brokered private placement (see press release of December 30, 2025) of an aggregate of 10,097,720 units (each, a “ Unit ”) at a price of $0.10 per Unit for aggregate gross proceeds of $1,009,772 (the “ Offering ”). Directors and Officers of the company (insiders) invested an aggregate of $139,340, which was 13.8% of the total proceeds.
Each Unit is comprised of one (1) common share (“ Common Shares ”) of the Corporation, and one (1) common share purchase warrant (“ Warrants ”). E ach whole Warrant will entitle the holder thereof to purchase one (1) Common Share at a price of $0.13 for a period of 24 months from the closing of the Offering. The Corporation reserves the right to accelerate the Warrant expiry period upon 30-day’s notice if the Common Shares traded at or above $0.26 for a period of 10 consecutive days, including days where no trades occur.
The Corporation has paid cash finder’s fees of $15,600 and issued common share purchase warrants (“ Finder’s Warrants ”) to purchase an aggregate of 156,000 shares of the Company. Each Finder’s Warrant will be exercisable into one Common Share at an exercise price of CDN$0.13 per Common Share for a period of 24 months from the closing of the Offering.
The Offering is a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI-61-101”) as certain insiders of the Corporation subscribed for an aggregate of 1,393,400 of Units on the same terms as arm’s length subscribers. The Corporation is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and (b) and 5.7(a) and (b) of MI 61-101, as the Corporation is not listed on a specified market and the fair market value of the participation in the transactions by insiders does not exceed 25% of the market capitalization of the Corporation, as determined in accordance with MI 61-101 and the fair market value of the transactions is not more than $2,500,000. The Corporation did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Corporation deems reasonable in the circumstances in order to complete the transaction.
The Corporation will use the proceeds of the Offering to fund 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.
The securities offered will not be registered under the U.S. 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.
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 our 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.
For further information, please contact:
Hugh MacNaught
hmacnaught@ventripoint.com
604-671-4201
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Forward Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends'' and similar expressions are intended to identify forward-looking information or statements. The forward-looking statements and information are based on certain key expectations and assumptions made by the Corporation. Although the Corporation believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because the Corporation can give no assurance that they will prove to be correct.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Factors which could materially affect such forward-looking information are described in the risk factors in the Corporation's most recent annual management's discussion and analysis that is available on the Corporation's profile on SEDAR+ at www.sedarplus.ca. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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