NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES A&R PROSPECTUS AND FINAL PROSPECTUS ACCESSIBLE ON SEDAR+ TORONTO, April 15, 2025 (GLOBE NEWSWIRE) — Conavi Medical Corp. (TSXV: CNVI; OTC: CNVIF) (“Conavi” or the “Company”), a commercial stage medical device company focused on designing, manufacturing, and marketing imaging technologies to guide common minimally invasive cardiovascular procedures, is pleased to announce the pricing and terms of its previously announced public offering. The offering is of common shares of the Company (“Common Shares”) or pre-funded common share purchase warrants of the Company in lieu of Common Shares (“Pre-Funded Warrants” and, together with the Common Shares, the “Securities”) (the “Offering”). The Offering is being conducted on a commercially reasonable efforts agency basis for the issuance of a minimum of 37,500,000 Securities and a maximum of 50,000,000 Securities at a price of $0.40 per Common Share or $0.39999 per Pre-Funded Warrant, for gross proceeds of between $15,000,000 and $20,000,000. Each Pre-Funded Warrant issued in lieu of a Common Share at the election of any purchaser entitles the holder thereof to acquire one Common Share at an exercise price of $0.00001 per Common Share. The Pre-Funded Warrants will not expire. 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 in Q3 of 2025. The Company also intends to use the net proceeds for working capital and other general corporate purposes. The Offering is expected to be completed pursuant to the terms and conditions of an agency agreement entered into between the Company and Bloom Burton Securities Inc. (the “Agent”). The Company will file today a final short form prospectus (the “Final Prospectus”) with the securities regulatory authorities in the provinces of Alberta, British Columbia and Ontario. There will not be any sale of Securities until a receipt for the Final Prospectus has been issued. The Offering is expected to close on or about April 22, 2025, or such other date as may be mutually agreed to by the Company and the Agent (the “Closing Date”). The Offering is 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”). The Company will pay to the Agent a cash fee equal to 7.0% of the gross proceeds raised under the Offering, and grant the Agent compensation options equal to 7.0% of the aggregate number of Securities issued under the Offering (the “Compensation Options”), provided however the Agent will receive a reduced cash commission of 3.5% and no Compensation Options in respect of Securities sold to certain purchasers on a president’s list to be agreed to between the Company and the Agent. Each Compensation Option shall entitle the Agent to buy one Common Share at the same price per Common Share as under the Offering. The Compensation Options shall be exercisable until that date which is 24 months following the Closing Date. In addition, the Securities 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. 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. Access to the amended and restated preliminary prospectus dated March 20, 2025 (the “A&R Prospectus”), the Final Prospectus and any amendments to such documents will be provided in accordance with securities legislation relating to procedures for providing access to a short form prospectus and any amendment thereto. The A&R Prospectus is, and the Final Prospectus will be accessible on SEDAR+ at www.sedarplus.ca. Alternatively, an electronic or paper copy of the A&R Prospectus and the Final Prospectus (when filed), and any amendment to such documents may be obtained without charge, from the Agent by email at ECM@bloomburton.com, by telephone at 416-640-7585 or by providing the contact with an email address or address, as applicable. The A&R Prospectus and the Final Prospectus (when filed) contain important, detailed information about the Company and the Offering. Prospective investors should read the A&R Prospectus and the Final Prospectus (when filed) before making an investment decision. 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/. Notice on forward-looking statements: This press release includes forward-looking information or forward-looking statements within the meaning of applicable securities laws regarding Conavi 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 and timing for the Final Prospectus; use of proceeds from the Offering; fees anticipated to be paid to the Agent and terms thereof; and 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 A&R Prospectus dated March 20, 2025 and 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 Conavi 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 Conavi 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. CONTACT: CONTACT:
Stefano Picone
Chief Financial Officer
(416) 483-0100
