Ventripoint Diagnostics Ltd.

Ventripoint Diagnostics Ltd.

November 09, 2016 08:54 ET

Ventripoint Announces Amendment of Debentures and Extension of Private Placement

TORONTO, ONTARIO--(Marketwired - Nov. 9, 2016) -


Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Corporation") (TSX VENTURE:VPT) announces that it has amended the terms of outstanding unsecured convertible debentures of the Corporation (the "Debentures") in the aggregate principle amount of $500,000, such that the maturity date of the Debentures has been extended for a period of 24 months from October 22, 2016 to October 22, 2018. In consideration for agreeing to extend the maturity date, the Corporation offered to each holder of Debentures the following two options:

Option 1. The Corporation will issue to the holders warrants (the "Warrants") exercisable into that number of common shares of the Corporation ("Common Shares") derived according to the following formula:
(Outstanding Amount of Debenture) divided by (0.15)
The Warrants will be exercisable at a price of $0.15 per Common Share until October 22, 2018.
Option 2. The conversion price of the Debentures will be reduced from $1.00 to $0. 15. The Option 2 Debentures are also amended to add a clause whereby, if the Corporation issues Common Shares or convertible securities which are convertible into Common Shares at a conversion price which is lower than the amended conversion price of the Option 2 Debentures, the Corporation will apply to the TSXV to amend the conversion price of the Option 2 Debentures to the 10-day volume-weighted market price of the Common Shares.

The Corporation will issue to the Debenture holders with $385,000 of Debentures, who selected option 1 an aggregate of 2,566,667 Warrants exercisable into 2,566,667 Common Shares The reduction in conversion price (option 2) will be applied to $115,000 of the Debentures.

In all other respects, the terms of the Debentures will remain unchanged and in full force and effect. The Debentures were issued pursuant to a private placement of units of the Corporation. Please refer to the Corporation's press release dated October 22, 2013 for more information with respect to the private placement and the terms of the Debentures.

The amendment of the terms of the Debentures and the issuance of the Warrants are subject to TSX Venture Exchange acceptance.

Extension of Private Placement

The Corporation also announces that its previously-announced non-brokered private placement (the "Private Placement") has been extended to December 7, 2016. The Private Placement consists of up to 4,000,000 units ("Units") at $0.15 per Unit for total gross proceeds of up to $600,000. Each Unit will consist of one common share of Ventripoint ("Common Share") and one Common Share warrant ("Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.30 per Common Share for a period of 2 years after the issuance of the Warrant, subject to acceleration in certain events. The Corporation has closed the first tranche of the Private Placement, consisting of a total of 2,000,001 Units. The Corporation expects to hold one or more additional closings on or before December 7, 2016.

For more information with respect to the Private placement and the first tranche please refer to the Corporation's press releases of September 23, 2016 and October 4, 2016.

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 proposed amendment of the Debentures, issuance of Warrants and extension of the Private Placement. 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 amendment of the Debentures. 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 of the Corporation to successfully satisfy certain conditions in connection with the amendment of the Debentures, the issuance of Warrants and the extension of the Private Placement, and failure to complete the amendment of the Debentures, the issuance of Warrants or a further tranche of the Private Placement. 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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