Ventripoint Announces Non-Brokered Private Placement Pursuant to Listed Issuer Financing Exemption

(via TheNewswire)

Toronto, Ontario, August 29, 2024 – TheNewswire – Ventripoint Diagnostics Ltd. (“Ventripoint” or the “Corporation”, TSXV:VPT) announces, further to its press release dated August 28, 2024, that it intends to complete, subject to TSXV Venture Exchange acceptance, a non-brokered private placement of up to CDN$500,000 (the “Offering”) of units (“Units”) of the Corporation at price of $0.195  per Unit. The 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 "Listed Issuer Financing Exemption"). The securities offered under the Listed Issuer Financing Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.

There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedar.com and on the Company’s website at Ventripoint.com. Prospective investors should read this offering document before making an investment decision.

Each Unit will consist of one common share of the Corporation (each, a "Share") and one Share purchase warrant of the Corporation (a "Warrant"). Each Warrant will entitle the holder to purchase one Share (each, a "Warrant Share") at a price of $0.30 per Warrant Share at any time on or before the date which is 6 months after issuance, subject to adjustment in certain events.

The Corporation may pay cash finder’s fee of up to 4% of the gross proceeds of the Offering. Finders may also receive common share purchase warrants (“Finder’s Warrants”) equal to up to 4% 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 CDN$0.195 per Common Share for a period of 6 months.

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.

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

[email protected]

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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