Luca Capital Inc.
TSX VENTURE : LUI.P

September 05, 2007 19:07 ET

Luca Capital Inc. Announces Private Placement

CALGARY, ALBERTA--(Marketwire - Sept. 5, 2007) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES

Luca Capital Inc. ("Luca") (TSX VENTURE:LUI.P) announces that it intends to complete a private placement (the "Private Placement") of 100,000 units of Luca (the "Units") at a price of $0.35 per Unit for gross proceeds of $35,000 to two directors of Luca and one officer of VentriPoint, at the request of the TSX Venture Exchange Inc. ("TSX Venture"). Each Unit consists of one common share of Luca (the "Common Shares") and one-half of one warrant (the "Warrants"). Each whole Warrant has an exercise price of $0.50 per share and has a term of eighteen (18) months from the date of issuance. The Private Placement will be completed concurrently with the previously announced proposed business combination (the "Business Combination") of Luca with VentriPoint, Inc. ("VentriPoint"), which will constitute the Qualifying Transaction of Luca pursuant to Policy 2.4 of the TSX Venture. Upon completion of the Business Combination, the resulting issuer will be comprised of Luca and its wholly-owned operating subsidiary VentriPoint (the "Resulting Issuer"). In conjunction with the closing of the Business Combination, Luca will be named VentriPoint Diagnostics Ltd.

Completion of the Business Combination is subject to a number of conditions, including but not limited to, TSX Venture acceptance. The Business Combination cannot close until the required approvals are obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circular prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of Luca should be considered highly speculative.

The securities described in this press release have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

The TSX Venture has conditionally accepted the Business Combination on September 5, 2007. The TSX Venture has neither approved nor disapproved the contents of this press release.

Contact Information

  • Luca Capital Inc.
    Danny Dalla-Longa
    President
    (403) 215-2428
    or
    VentriPoint
    Joseph Ashley
    President and Chief Executive Officer
    (206) 283-0221