Ventripoint Diagnostics Ltd.

Ventripoint Diagnostics Ltd.

June 23, 2014 07:00 ET

Ventripoint Announces Closing of First Tranche of Private Placement and Shares for Debt

SEATTLE, WASHINGTON--(Marketwired - June 23, 2014) -


Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Corporation") (TSX VENTURE:VPT) is pleased to announce that it has completed the first tranche of its previously announced private placement ("Private Placement") of 24,951,426 Units ("Units") for gross proceeds of $1,996,114. Each Unit is comprised of one common share ("Common Share") and one half of one Common Share purchase warrant ("Warrant"). Each full Warrant is exercisable into one additional Common Share at an exercise price of $0.12 until June 20, 2016. The Private Placement was approximately 33% non-brokered and 67% brokered, with D&D Securities Inc. ("D&D") acting as the agent of the Corporation in the brokered portion of the Private Placement.

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

Three of the subscribers in the Private Placement accepted Units as payment in full of outstanding secured debentures previously issued by the Corporation as a shares-for-debt transaction (the "Shares for Debt"). As a result of the Shares for Debt, the Corporation's net debt has been reduced by $773,626.

The Corporation has paid D&D a cash commission of $63,808, plus 841,600 warrants (the "Agent's Warrants") each exercisable to purchase one Unit of the Corporation. The Agent's Warrants will expire 18 months from the closing date of the Private Placement.

The Common Shares, Warrants and Agent's Warrants acquired by the subscribers are subject to a hold period of four months plus one day and may not be traded until October 21, 2014 except as permitted by applicable securities legislation and the rules of the TSX Venture Exchange. The Private Placement is subject to receipt of final acceptance from the TSX Venture Exchange.

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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