VentriPoint Diagnostics Ltd.

VentriPoint Diagnostics Ltd.

May 23, 2013 18:04 ET

VentriPoint Announces Closing of Private Placement and Proposed Issuance of Shares for Debt

SEATTLE, WASHINGTON--(Marketwired - May 23, 2013) - Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Company") (TSX VENTURE:VPT) (OTCQX:VPTDF) announces that it has completed the first of its two previously announced non-brokered private placements. The Company has issued an aggregate of US$748,000 principal amount of non-convertible secured debentures (the "Non-Unit Debentures") which mature on July 18, 2014 pursuant to the non-brokered private placement (the "Debenture Private Placement") of non-convertible secured debentures (the "Debentures").

The Debentures will bear interest at a rate of 12% per annum. Any accrued but unpaid interest under the Debentures shall be due and payable on December 1st of each calendar year. The December 1, 2013 interest may, subject to the approval of the TSX Venture Exchange ("Exchange"), be paid in Common Shares, with the number of Common Shares being determined by using the preceding 10 day volume-weighted average price of the Common Shares on the Exchange, subject to Exchange approval. All subsequent interest payments shall be made in cash and the final payment of accrued interest shall be payable upon maturity of the Debentures.

If the Company prepays all of the outstanding principal on any of the Debentures prior to the second anniversary date of the Debentures, the Company is also required to pay any accrued interest and make an additional payment to the Debenture holder equal to one year's interest (the "Additional Interest Payment").

It is a requirement of the Debentures that the Debenture holders shall be paid, pro rata, 20% of the gross revenues received by Ventripoint (net of any third party billings, such as shipping or taxes) (the "Revenue Payments") at the end of each calendar quarter from sales of VentriPoint Medical System ("VMS") machines until the Debentures are retired. The Revenue Payments shall not invoke the Additional Interest Payment and will be deducted from the principal required to be paid on the maturity date of the Debentures.

The Debentures are secured by a general security agreement against substantially all of the assets of the Company's wholly-owned subsidiary, Ventripoint, Inc., including its intellectual property, as a first charge. All Debentures rank equally with one another.

The Company intends to use the proceeds from the Debenture Private Placement for: (i) product and service commercialization of the VMS machines; (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.

The Debenture Private Placement is subject to the final approval of the Exchange. The securities issued pursuant to the Debenture Private Placement are subject to a four-month hold period in accordance with applicable securities laws.

The Company also announces, subject to all necessary regulatory and Exchange approval, that it intends to issue 694,425 Common Shares at a deemed price of $0.099 per Common Share in payment of $68,748.09 of accrued interest owing to a holder of an outstanding debenture of the Company. The 694,425 Common Shares will have a hold period of four months from the date of issuance in accordance with applicable securities legislation.

About Ventripoint Diagnostics Ltd.

Ventripoint has created a diagnostic ultrasound tool to monitor patients with heart disease, a leading cause of death in developed countries. Management believes that VMS™ is the first cost-effective and accurate diagnostic tool for measuring right ventricle heart function. Congenital heart disease in children and adults and Pulmonary Arterial Hypertension are the first applications in a suite of applications for all major heart diseases including cardiovascular disease and heart failure - a multi-billion dollar market potential. Canada and Europe (CE Mark) have granted approval for the sale of its VMS™ tool and the Company is pursuing the US-FDA marketing clearance through the 510(k) process.

FORWARD-LOOKING STATEMENTS: This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to the closing of the private placements including the Company'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 Company'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 The Company 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.

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

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