Toronto, Ontario – TheNewswire - August 26, 2025 – Ventripoint Diagnostics Ltd. (“Ventripoint” or the “Corporation”), (TSXV:VPT) announces a non-brokered private placement of up to CDN$500,000 (the “Offering”) of unsecured convertible debenture units (“Units”) subject to TSXV Venture Exchange (the “Exchange”) acceptance. Each Unit will be comprised of one (1) unsecured convertible debenture principal amount of $1,000 (“Debentures”) convertible into common shares (“Common Shares”) of the Corporation, and 9,000 common share purchase warrants (“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 $0.11 per Common Share (the “Conversion Price”). Each whole Warrant will entitle the holder thereof to purchase one (1) Common Share at a price of $0.14 until December 31, 2027.

The Debentures will mature December 31, 2027 and will bear interest at ten per cent (10%) 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 market price, determined at time of payment, subject to Exchange approval.

The Corporation may pay cash finder’s fee and issue common share purchase warrants (“Finder’s Warrants”) of up to 4% of the gross proceeds of the Offering. Each Finder’s Warrant will be exercisable into one Common Share at an exercise price of CDN$0.11 per Common Share for a period of 18 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.

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.

Ventripoint Issues Shares for Payment of Debenture Interest

The Corporation announces that, further to its press release of June 30, 2025, it has received approval from TSXV 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 $0.135 per share in connection with interest owing on debentures issued on May 10, 2024, September 20, 2024 and December 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 (the “Insider Transaction”), which is considered to be a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Corporation has relied upon the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in section 5.5 (a) and 5.7 (1)(a), as the fair market value of the Insider Transaction does not exceed 25% 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 January 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 $0.11 and the shares are subject to a hold period of four months and a day.

Advisory Agreement Update

The Corporation also updates its June 17, 2025 press release announcing an advisory agreement (“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 $0.11 per share and a cash payment of USD $30,000.

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

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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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