Ventripoint Diagnostics Ltd.

Ventripoint Diagnostics Ltd.

June 02, 2016 08:00 ET

Ventripoint Announces Amendment of Warrants


Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Corporation") (TSX VENTURE:VPT) announces that it has applied to the TSX Venture Exchange (the "TSXV") to amend the terms of certain common share purchase warrants issued by the Corporation in connection with private placements of the Corporation (the "Originating Private Placements") on August 21, 2013 (the "August 2013 Warrants"), October 22, 2013 (the "October 2013 Warrants"), June 20, 2014 (the "June 2014 Warrants"), December 31, 2014 (the "December 2014 Warrants"), June 4, 2015 (the "June 2015 Warrants"), September 29, 2015 (the "September 2015 Warrants"), and November 9, 2015 (the "November 2015 Warrants", and together with the August 2013 Warrants, the October 2013 Warrants, the June 2014 Warrants, the December 2014 Warrants, the June 2015 Warrants, and the September 2015 Warrants, the "Warrants"). The amendments to the exercise price and expiry dates of the Warrants are as set out in the table below. The numbers of outstanding Warrants and exercise prices in the table below have been adjusted to reflect the consolidation of common shares of the Corporation effective December 7, 2015. The Warrants to be amended do not include warrants issued to finders and agents in connection with the Originating Private Placements.

Date of
Number of Warrants Outstanding Expiry
Amended Exercise
August 21, 2013 150,000 August 21, 2016 August 21, 2018 $1.20 $0.40
October 22, 2013 250,000 October 22, 2016 October 22, 2018 $1.50 $0.40
June 20, 2014 1,278,821 June 20, 2016 June 20, 2018 $1.20 $0.40
December 31, 2014 348,340 December 31, 2016 December 31, 2018 $0.60 $0.40
June 4, 2015 727,272 June 4, 2017 June 4, 2019 $1.20 $0.40
September 29, 2015 1,363,636 September 29, 2017 September 29, 2019 $1.10 $0.40
November 9, 2015 227,273 November 9, 2017 November 9, 2019 $1.10 $0.40

In accordance with the policies of the TSX Venture Exchange, the proposed Warrant amendment will include the addition of an accelerated expiry provision such that the exercise period of each of the classes of the Warrants will be reduced to 30 days if for any 10 consecutive trading days during the unexpired term of such class of Warrants (the "Premium Trading Days") the closing price of the Corporation's common shares exceeds the amended exercise price by 25% or more (which would be a trading price of $0.50 per common share or higher), with the 30-day expiry period to begin no more than 7 calendar days after the 10th Premium Trading Day.

The proposed amendment of the Warrants is subject to the approval of the TSXV and, for each of the classes of Warrants, the consent of each of the holders of Warrants of such class.

Of the total of 150,000 August 2013 Warrants, George Adams, the President of the Corporation, holds 50,000 Warrants, of which only 15,000 are eligible to be amended. Of the total of 348,340 December 2014 Warrants, George Adams holds 83,335 Warrants, of which only 34, 834 are eligible to be amended.

Certain of the Warrants are held by parties who are considered to be "related parties" of the Corporation (such warrants, the "Related Party Warrants"). Therefore, the amendment of the Related Party Warrants constitutes a "related party transaction" as contemplated by Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions, and TSXV Policy 5.9 - Protection of Minority Shareholders in Special Transactions. However, the exemptions from formal valuation and minority approval requirements provided for by these guidelines can be relied upon because neither the fair market value of the Related Party Warrants nor the fair market value of the consideration paid for the Related Party Warrants exceeds 25% of the market capitalization of the Corporation. A material change report in respect of this related party transaction will be filed by the Corporation. The material change report could not be filed earlier than 21 days prior to the amendment of the Warrants because the Corporation's first quarter financial statements were completed and filed on May 31, 2016, and, due to the IFRS treatment of warrants, re-pricing of the Warrants prior to the completion of the financial statements would have created undue complexity in the financial statements and additional cost to the Corporation.

Holders of Warrants will not receive an amended Warrant certificate, and will be required to submit their original Warrant certificate in order to exercise Warrants.

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 Warrants. 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 Warrants. 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 Warrants and failure to complete the amendment of the Warrants. 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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