CNVI Conavi Medical Corp

Conavi Medical Corp. (TSXV: CNVI; OTC: CNVIF) (“Conavi Medical” or the “Company”), a commercial stage medical device company focused on designing, manufacturing, and marketing imaging technologies to guide common minimally invasive cardiovascular procedure, announced today that it has filed a preliminary short form prospectus with the securities regulatory authorities in the Provinces of British Columbia, Alberta and Ontario in connection with an offering of units of the Company (“Units”), with each Unit consisting of one common share and one common share purchase warrant (the “Offering”). The Offering is expected to be completed on a commercially reasonable efforts agency basis pursuant to an agency agreement (the “Agency Agreement”) to be entered into between the Company and Bloom Burton Securities Inc. (“Bloom Burton”) as lead Agent and certain other agents as may be determined (collectively, together with Bloom Burton, the “Agents”). The number of Units to be distributed, the price of each Unit and the exercise price and the expiry date of each warrant will be determined by negotiation between the Company and Bloom Burton in the context of the market with final terms to be determined at the time of pricing.

The Company intends to use the net proceeds from the Offering to advance and complete the development and pre-clinical testing of its Novasight 3.0 technology, with the goal of submitting a 510(k) clearance application to the U.S. Food and Drug Administration by August of 2025. The Company also intends to use the net proceeds for working capital and other general corporate purposes.

The Company will pay to the Agents a cash fee equal to 7.0% of the gross proceeds raised under the Offering, and grant the Agents compensation options equal to 7.0% of the number of Units issued under the Offering (the “Compensation Options”). Each Compensation Option shall entitle an Agent to buy one Common Share at the same price as the price per Unit under the Offering. The Compensation Options shall be exercisable until that date which is 24 months following the Closing Date (as defined below). The Agents will receive a reduced cash commission of 3.5% and no Compensation Options in respect of Units sold to certain purchasers on a president’s list to be agreed to between the Company and Bloom Burton.

The Offering is expected to close on or about February 27, 2025 (the “Closing Date”) or such later date as may be agreed upon by the Company and Bloom Burton. The Offering is subject to the Company and the Agents entering into a definitive agency agreement, and subject to the satisfaction of customary closing conditions, including the receipt of all necessary regulatory and stock exchange approvals, including approval of the TSX Venture Exchange (“TSXV”).

In addition, the Units are anticipated to be offered by way of private placement in certain jurisdictions outside of Canada pursuant to and in compliance with applicable securities laws.

For further details with respect to the Offering, please see the preliminary short form prospectus, a copy of which is available on SEDAR+ at www.sedarplus.ca.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and such securities may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration or an applicable exemption from U.S. registration requirements. “United States” and “U.S. persons” have the meanings ascribed to them in Regulation S under the U.S. Securities Act.

About Conavi Medical Conavi Medical is focused on designing, manufacturing, and marketing imaging technologies to guide common minimally invasive cardiovascular procedures. Its patented Novasight Hybrid™ System is the first system to combine both intravascular ultrasound (IVUS) and optical coherence tomography (OCT) to enable simultaneous and co-registered imaging of coronary arteries. The Novasight Hybrid System has 510(k) clearance from the U.S. Food and Drug Administration; and regulatory approval for clinical use from Health Canada, China’s National Medical Products Administration, and Japan’s Ministry of Health, Labor and Welfare. For more information, visit http://www.conavi.com/.

CONTACT:

Stefano PiconeChief Financial Officer (416) 483-0100

Notice on forward-looking statements:This press release includes forward-looking information or forward-looking statements within the meaning of applicable securities laws regarding the Company and its business, which may include, but are not limited to, statements with respect to the anticipated terms and jurisdictions of the Offering; securities offered thereunder; the timing of the Offering, including the anticipated Closing Date; use of proceeds from the Offering; inclusion of additional Agents; fees anticipated to be paid to the Agents and terms thereof; regulatory and exchange approvals, including the listing of the common shares offered pursuant to the Offering on the TSXV. All statements that are, or information which is, not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are “forward-looking information or statements”. Often but not always, forward-looking information or statements can be identified by the use of words such as “shall”, “intends”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate” “anticipate” or any variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “might”, “can”, “could”, “would” or “will” be taken, occur, lead to, result in, or, be achieved. Such statements are based on the current expectations and views of future events of the management of the Company. They are based on assumptions and subject to risks and uncertainties. Although management believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including, without limitation, those listed in the "Risk Factors" section of the Company’s preliminary prospectus dated January 29, 2025 and the “Risk Factors” sections of the joint information circular of the Company dated August 30, 2024 (both of which are on the Company’s profile at www.sedarplus.ca). Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

No regulatory authority has approved or disapproved the content of this press release. Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.