Ventripoint Diagnostics Ltd.

Ventripoint Diagnostics Ltd.

August 31, 2015 08:00 ET

Ventripoint Announces $3,000,000 Non-Brokered Private Placement, and Correction of August 26, 2015, News Release

SEATTLE, WASHINGTON--(Marketwired - Aug. 31, 2015) -


VentriPoint Diagnostics Ltd. ("VentriPoint" or the "Corporation") (TSX VENTURE:VPT) announces that it intends to complete a non-brokered private placement (the "Private Placement") of up to 54,545,454 units ("Units") at $0.055 per Unit for total gross proceeds of up to $3,000,000 (the "Offering"). Each Unit will consist of one common share of Ventripoint ("Common Share") and one quarter of one Common Share warrant ("Warrant"). Each Warrant will entitle the holder thereof to acquire one half of one additional Common Share at a price of $0.11 per Common Share for a period of 2 years after the issuance of the Warrant, subject to accelerations in certain events.

The Corporation will use the proceeds of the Private Placement for sales and marketing and general working capital purposes.

The Common Shares and the Warrants acquired by the subscribers would be subject to a hold period of four months plus one day from the date of closing of the Private Placement except as permitted by applicable securities legislation and the rules of the TSX Venture Exchange (the "TSXV"). The Private Placement is subject to approval by the TSXV.

The Corporation also wishes to correct its news release dated August 26, 2015. In particular, an aggregate of 560,000 Common Shares were issued at a deemed price of $0.057 per Common Share as payment of an aggregate of $31,920 in interest owing by the Corporation pursuant to six outstanding debentures (the "Shares for Debt"). As a result of the Shares for Debt, the Corporation's net debt was reduced by $31,920. The Corporation also reached an agreement with the holder of a separate outstanding debenture to amend the maturity date under such debenture from August 30, 2015 to October 30, 2015 (the "Debenture Amendment").

The TSXV has approved both the Shares for Debt and the Debenture Amendment. The Shares for Debt transaction closed on August 28, 2015.

Forward Looking Statement:

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. In particular, this news release contains forward-looking information relating to the Offering and the use of the proceeds therefrom. The forward-looking statements and information are based on certain key expectations and assumptions made by the Corporation, including expectations and assumptions concerning the completion of the Offering and the use of net proceeds of the Offering. Although the Corporation believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because the Corporation can give no assurance that they will prove to be correct.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Such factors may include the failure to successfully market the Units and failure to satisfy certain conditions in connection with the issuance of the Units. Other factors which could materially affect such forward-looking information are described in the risk factors in the Corporation's most recent annual management's discussion and analysis that is available on the Corporation's profile on SEDAR at Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and the Corporation undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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