Luca Capital Inc.

September 18, 2007 19:51 ET

Luca Capital Inc. Completes Qualifying Transaction With VentriPoint, Inc.

CALGARY, ALBERTA--(Marketwire - Sept. 18, 2007) -


Luca Capital Inc. ("Luca") (TSX VENTURE:LUI.P) today announced that it has completed its previously announced proposed Qualifying Transaction, involving the 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 Exchange Inc. ("TSX Venture").

Pursuant to the Business Combination, Luca has continued under the laws of Canada and changed its name to VentriPoint Diagnostics Ltd. (the "Resulting Issuer").

At an annual and special meeting of the shareholders of Luca held earlier today, the shareholders of Luca approved the continuance of Luca under the Canada Business Corporations Act which was required as part of the Business Combination, the repeal and adoption of the general by-laws of Luca as is required as a result of the change in governing jurisdictions, the appointment of Hudson & Company LLP, Chartered Accountants, as well as the election of new directors.

The board of directors of the Resulting Issuer elected at the shareholders meeting today is comprised of Joseph Ashley, Treuman P. Katz, Dr. Udo Henseler, Dr. Eldon Smith and Danny Dalla-Longa.

Pursuant to the Business Combination, after the conversion of the $400,000 convertible debentures of VentriPoint, an aggregate of 15,361,786 common shares of the Resulting Issuer, 2,254,572 replacement warrants, 1,589,540 replacement options and 152,380 agent's options were issued to the former securityholders of VentriPoint. The existing shareholders of Luca retained their 8,866,666 common shares of the Resulting Issuer. The holders of the subscription receipts of Luca were exchanged into 11,500,000 units of the Resulting Issuer, each unit consisting of one common share and one-half of one share purchase warrant exercisable at $0.50 per share for 18 months. The net proceeds of the private placement of subscription receipts were also released from escrow to Luca today.

The final completion of the Business Combination is subject to the filing of documentation with TSX Venture. Luca intends to complete filings with TSX Venture this week. Trading of the common shares of the Resulting Issuer is expected to commence next week under the symbol VPT.

About VentriPoint

VentriPoint is a clinical diagnostic company based in Seattle, Washington that commenced operations in January 2005 with a view to commercializing innovative and patented image analysis and related technologies developed by the University of Washington. Applying this technology, VentriPoint is attempting to develop a breakthrough diagnostic tool for the rapid and cost effective measurement of a heart's volume and ventricular ejection fractions (blood flow), which technology, together with its associated online per-use service, will be extendable to a variety of heart related disease states.

As indicated above, 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 to be 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 Exchange Inc. has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents of this press release.

Contact Information

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