Ventripoint Diagnostics Ltd.
TSX VENTURE : VPT

Ventripoint Diagnostics Ltd.

September 03, 2013 16:11 ET

Ventripoint Announces Clarification of Terms and Closing of Further $500,000 Debenture Unit Private Placement

SEATTLE, WASHINGTON--(Marketwired - Sept. 3, 2013) -

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Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Corporation") (TSX VENTURE:VPT) announces that it has completed its non-brokered private placement of debenture units with minor modifications as announced on August 28, 2013 (the "Offering"). The Corporation issued $500,000 in $1,000 principal amounts of convertible non-secured debentures ("Debentures"), which shall mature two years from the date of issuance of the Debentures (the "Maturity Date") and issued a total of 2,500,000 common share purchase warrants with an exercise price of $0.15 for a period of two years, provided that if the daily volume weighted average price on the TSX Venture Exchange (the "Exchange") for the common shares exceeds $0.20 for 20 consecutive trading days at any time during the term then the warrants will expire within 30 days following such period. The Offering is subject to final approval of the Exchange.

The Debentures shall bear a 12% annual simple interest calculated on the principal amount, with any accrued but unpaid interest under the Debentures due and payable on the anniversary of the Debenture in either cash or Common Shares (at the option of the Corporation) with the number of common shares being determined by using the 10 day volume-weighted average price of the common shares on the Exchange on that date that is five days prior to the anniversary date (subject to the approval of the Exchange).

The Debentures may be converted by the holder at any time following the date of issuance at a price of $0.10 per share ("Conversion Price") with the provision that if the daily volume weighted average price of the common shares is at or below that price that is 30% of the Conversion Price for 20 consecutive trading days at any time during the term ("Trigger Event"), the Debentures shall become immediately redeemable for cash at either the Corporation or investor's option. Following the Trigger Event the interest rate shall increase to 18% per annum. The investor may elect to put all or a portion of the Debentures back to the Corporation in a single or multiple elections for cash equal to $1,000 per Debenture plus accrued but unpaid interest following the Trigger Event. The Corporation and investor may elect to negotiate a debt for equity swap in lieu of cash payment and the Debentures may be repaid partially or in full, plus any accrued but unpaid interest in cash by the Corporation to any or all of the subscribers at any time upon 30 calendar days' notice without penalty. Purchasers may convert Debentures during the notice period.

The Corporation intends to use the proceeds from the Offering to incur expenditures for: (i) product and service commercialization of the VMS™; (ii) clinical validation of VMS™ functionality, including applications for additional diagnoses and heart diseases; and (iii) for general working capital purposes and potentially to repay debt and outstanding payables.

Subject to Exchange approval, the Corporation has agreed to pay finder's fees of $35,000 cash and issue 350,000 agent's options. Each option will be exercisable at a price of $0.15 per common share for a period of 18 months from the date of issuance.

All securities issued are subject to a four month hold period expiring December 31, 2013 in accordance with applicable securities laws.

In other news, Ventripoint announces that Hugh Cleland, CFA (formerly Portfolio Manager and Executive VP at BluMont Capital Corporation, and now CEO and CIO of Roadmap Capital Inc.) will not be standing for re-election at this year's Annual General meeting which will be held on September 26, 2013 in Toronto.

Mr. Cleland commented: "It is satisfying to see Ventripoint in the strong position it is now in, with enough money on the balance sheet to see it through the FDA's 510k approval process. It was a difficult decision to leave the Ventripoint Board, but-in light of the work required as I continue to manage the two funds that I managed for BluMont Capital, and the work required to get my new firm, Roadmap Capital, up and going-a decision was made by me and my colleagues at Roadmap that it was no longer appropriate for me to sit on the Boards of public companies. I continue to be optimistic about Ventripoint's future, and I expect to maintain my shareholdings in Ventripoint in the two funds that I am continuing to manage."

"The Corporation has benefited greatly from Mr. Cleland's thoughtful and dedicated service and we, his fellow Directors, wish him well in his new fund," stated Mr. Treuman Katz, Chairman of Ventripoint.

About Ventripoint Diagnostics Ltd.

Ventripoint has created diagnostic tools to monitor patients with heart disease, a leading cause of death in developed countries. VMS™ is the first cost-effective and accurate diagnostic tool for measuring right ventricle heart function. The Corporation has a suite of applications for all major heart diseases and imaging modalities including congenital heart disease, left or right heart failure and normal hearts - a multi-billion dollar market potential. The VMS™ is for investigational use only in the United States and approved for clinical use in Canada and Europe.

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

FORWARD-LOOKING STATEMENTS: This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the closing of the Offering including the Corporation's ability to obtain necessary approvals from the TSX Venture Exchange. All statements, other than statements of historical facts, which address VentriPoint's expectations, should be considered forward-looking statements. Such statements are based on management's exercise of business judgment as well as assumptions made by and information currently available to management. When used in this document, the words "may", "will", "anticipate", "believe", "estimate", "expect", "intend" and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of future events and are subject to certain risks and uncertainties as contained in the Corporation's filings with Canadian securities regulatory authorities. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in VentriPoint's disclosure documents on the SEDAR website at www.sedar.com. The Corporation undertakes no obligation, and does not intend, to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.

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