VentriPoint Diagnostics Ltd.
TSX VENTURE : VPT

VentriPoint Diagnostics Ltd.

October 27, 2009 17:49 ET

VentriPoint Diagnostics Closes Debenture Financing and Announces Debt Settlement

SEATTLE, WASHINGTON--(Marketwire - Oct. 27, 2009) -

NOT FOR DISSEMINATION IN THE UNITED STATES

VentriPoint Diagnostics Ltd. ("VentriPoint" or the "Corporation") (TSX VENTURE:VPT) is pleased to announce the closing of a previously announced private placement of Units (the "Units") of the Corporation (the "Offering"). Pursuant to the Offering, the Corporation issued 183,209 Units at a price of $1.00 per Unit for gross proceeds of $183,209. Each Unit consists of a Secured Debenture Promissory Note the ("Debenture") with an interest rate of 8% per annum and four share purchase warrants (the "Warrants") of the Corporation. Each Warrant is exercisable into one common share of the Corporation (the "Common Share") at an exercise price of $0.15 per Common Share for a period of three years from the date of issuance. The Debentures have a maturity date of three years from the date of issuance and are redeemable at the option of the Corporation any time after one year from the date of issuance.

In conjunction with the Offering, VentriPoint paid a cash commission of $12,410.55 and issued 49,642 non-transferable warrants exercisable into Common Shares at a price of $0.15 per Common Share for a period of three (3) years from the date of issue. All securities issued pursuant to the Offering are subject to a four-month hold period pursuant to applicable securities legislation. The proceeds made available through the sale of Units will be used to incur expenditures in preparation for and implementation of product and service commercialization and for working capital purposes.

The Corporation also announces that, subject to the approval of the TSX Venture Exchange ("TSXV"), it has entered into a non-arm's length agreement whereby the Corporation will issue 1,142,460 Units in satisfaction of certain outstanding debt obligations. The Units will be issued on the same terms as the Offering and are subject to a four-month hold period pursuant to applicable securities legislation.

Pursuant to the Corporation's press release dated April 17, 2009, the Corporation also announces that it did not proceed with its previously announced issuance of shares of the Corporation in satisfaction of outstanding debt obligations. The Corporation intends to, subject to the approval of the TSXV, to issue, 424,159 common shares in the capital of the Corporation to non-officer directors, consultants as payment for services rendered from July 2008 through December 2008. The issuances of common shares to non-officers directors is in accordance with agreements which provide that such directors shall each receive a total of 90,000 common shares as compensation for serving as a director and committee member for their first year of service. In addition, the Corporation intends to issue 581,211 common shares to employees and former employees in recognition of the delivery of critical development milestones ahead of schedule, in accordance with the 2007 incentive plan of the Corporation for the year ended 2008, as well as 645,268 common shares for outstanding salaries for the months of April 2008 through May 2008 and 12,251 common shares as part of the Corporation's employee retention plan. All common shares will be issued at a price of $0.075 per share and are subject to a four-month hold period pursuant to applicable securities legislation.

About VentriPoint Diagnostics Ltd.

VentriPoint creates diagnostic tools to monitor patients with heart disease - the number one cause of death in developed countries. By using images produced from existing medical imaging systems, the VentriPoint Medical System ("VMS") generates critical heart measurements in a rapid and inexpensive manner not currently available. Health Canada has granted licensed approval for the VMS breakthrough diagnostic tool which is based upon technology received by VentriPoint through its exclusive technology license with the University of Washington. The VMS, together with its associated online service, is being developed for a variety of heart related disease states, including congenital heart disease and pulmonary hypertension.

To receive press release, please email chris@chfir.com and mention VentriPoint in the Subject line.

FORWARD-LOOKING STATEMENTS: The statements made in this press release that are not historical facts contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address VentriPoint's expectations, should be considered forward-looking statements. Such statements are based on management's exercise of business judgment as well as assumptions made by and information currently available to management. When used in this document, the words "may", "will", "anticipate", "believe", "estimate", "expect", "intend" and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of future events and are subject to certain risks and uncertainties as contained in the Corporation's filings with Canadian securities regulatory authorities. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. The Corporation undertakes no obligation, and does not intend, to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.

Neither 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 release.

Contact Information

  • VentriPoint Diagnostics
    Ed Garth
    Chief Financial Officer
    (206) 283-0221, ext. 402
    (206) 283-2309 (FAX)
    or
    CHF Investor Relations
    Christopher Haldane
    Account Manager
    (416) 868-1079 ext.237
    (416) 868-6198 (FAX)