VPT:CC - Ventripoint Announces Non-Brokered Convertible Debenture Units Private Placement and Share Issuance
(TheNewswire)
Toronto, Ontario – TheNewswire - August 26, 2025 –Ventripoint Diagnostics Ltd. (“ Ventripoint ” or the“ Corporation ” ) , ( TSXV:VPT) announces a non-brokered private placement of up toCDN$500,000 (the “ Offering ”) of unsecured convertibledebenture units (“ Units ”) subject to TSXV Venture Exchange(the “ Exchange ”) acceptance. Each Unit will becomprised of one (1) unsecured convertible debenture principal amountof $1,000 (“ Debentures ”) convertible into common shares(“ Common Shares ”) of the Corporation, and 9,000 common share purchasewarrants (“ Warrants ”). Dependingon market conditions, the Corporation may increase the size of theOffering, 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 ata conversion price of $0.11 per Common Share (the “ Conversion Price ”).E ach whole Warrant will entitle the holderthereof to purchase one (1) Common Share at a price of $0.14 untilDecember 31, 2027.
The Debentures will matureDecember 31, 2027 and will bear interest at tenper cent (10%) payable semi-annually in arrears in either cash or atthe option of the Corporation by issuance ofCommon Shares at a 20-day VWAP market price, determined at time ofpayment, subject to Exchange approval.
The Corporation may pay cash finder’s fee and issuecommon share purchase warrants (“ Finder’s Warrants ”) of up to 4% of the gross proceeds of the Offering. EachFinder’s Warrant will be exercisable into one Common Share at anexercise price of CDN$0.11 per Common Share for a period of 18months.
The Corporation will use the proceeds of the Offeringto fund operational costs related sales and marketing, additional keypersonnel, and general working capital purposes.
All securities issued and issuable pursuant to theOffering will be subject to a hold period of four months plus one dayfrom the date of closing of the Offering. The Offering is subject toapproval by the Exchange.
The securities offered will not beregistered under the U.S. Securities Act of 1933, as amended, and maynot be offered or sold in the United States absent a registrationstatement or an applicable exemption from the registrationrequirements. The press release shall not constitute an offer to sellor the solicitation of an offer to buy nor shall there be any sale ofthe securities in any State in which such offer, solicitation or salewould be unlawful.
Ventripoint Issues Shares for Paymentof Debenture Interest
The Corporation announces that, further to its pressrelease of June 30, 2025, it has received approval from TSXV to issuean 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 sharein connection with interest owing on debentures issued on May 10,2024, September 20, 2024 and December 16, 2024. The common shares aresubject to a hold period of four months and a day.
The Corporation has issued an aggregate of 50,042shares to certain insiders of the Corporation(the “ InsiderTransaction ”), which is considered to be a“related party transaction” under Multilateral Instrument 61-101– Protection of MinoritySecurity Holders in Special Transactions (“ MI61-101 ”). The Corporation has relied upon theexemptions from the valuation and minority shareholder approvalrequirements 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 exceed25% of the market capitalization of the Company, as determined inaccordance with MI 61-101.
Exercise of Broker’s Warrants
In addition, the Corporation has issued an aggregate of6,000 Common Shares on the exercise of broker’s warrants issued inconnection with the Corporation’s debenture financing which closedon January 17, 2025.
Exercise of Options
The Corporation also announces the recent exercise ofan aggregate of 200,000 options granted in June, 2025. The optionswere exercised at $0.11 and the shares are subject to a hold period offour months and a day.
Advisory Agreement Update
The Corporation also updates its June 17, 2025 pressrelease announcing an advisory agreement (“ Advisory Agreement ”) with Fournel Advisory. Pursuant to the AdvisoryAgreement, the total consideration payable pursuant to the AdvisoryAgreement will be an aggregate of 265,000 options exercisable at $0.11per share and a cash payment of USD $30,000.
About Ventripoint DiagnosticsLtd.
Ventripoint has become anindustry leader in the application of AI (Artificial Intelligence) toechocardiography. Ventripoint's VMS+ products are powered by itsproprietary knowledge-based reconstruction technology, which is theresult of a decade of development and provides accurate volumetriccardiac measurements equivalent to MRI. This affordable, gold-standardalternative allows cardiologists greater confidence in the managementof their patients. Providing better care to patients serves as aspringboard and basic standard for all of Ventripoint's productsthat guide our future developments. In addition, VMS+ is versatile andcan be used with all ultrasound systems from any vendor supported byregulatory market approvals in the U.S., Europe and Canada.
For further information, pleasecontact:
Hugh MacNaught
hmacnaught@ventripoint.com
604-671-4201
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this news release.
Forward Looking Statements
This news release contains forward-looking statementsand forward-looking information within the meaning of applicablesecurities laws. The use of any of the words "expect","anticipate", "continue", "estimate","objective", "ongoing", "may","will", "project", "should","believe", "plans", "intends'' andsimilar expressions are intended to identify forward-lookinginformation or statements. The forward-looking statements andinformation are based on certain key expectations and assumptions madeby the Corporation. Although the Corporation believes that theexpectations and assumptions on which such forward-looking statementsand information are based are reasonable, undue reliance should not beplaced on the forward-looking statements and information because theCorporation can give no assurance that they will prove to becorrect.
Since forward-looking statements and informationaddress future events and conditions, by their very nature theyinvolve inherent risks and uncertainties. Actual results could differmaterially from those currently anticipated due to a number of factorsand risks. Factors which could materially affect such forward-lookinginformation are described in the risk factors in theCorporation's most recent annual management's discussion andanalysis that is available on the Corporation's profile on SEDAR+at www.sedarplus.ca. Readers are cautioned that the foregoing list of factors isnot exhaustive. The forward-looking statements included in this newsrelease are expressly qualified by this cautionary statement. Theforward-looking statements and information contained in this newsrelease are made as of the date hereof and the Corporation undertakesno obligation to update publicly or revise any forward-lookingstatements or information, whether as a result of new information,future events or otherwise, unless so required by applicablesecurities laws.
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