TORONTO, ONTARIO--(Marketwired - March 22, 2017) -
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Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Corporation") (TSX VENTURE:VPT) is pleased to announce that it has completed its previously-announced, shares-for-debt transaction (the "Shares for Debt") with holders of debentures previously issued by the Corporation (the "Debentures"). The Corporation issued to the holders of Debentures a total of 1,575,000 units of the Corporation ("Units") as payment of $504,000, being the aggregate of all amounts due under such Debentures. Each Unit consists of one common share of Ventripoint ("Common Share") and one Common Share purchase Warrant ("Warrant"), with each Warrant entitling the holder to acquire one Common Share at a price of $0.50 for a period of 2 years after the issuance of the Warrant.
The Corporation also announces that the previously-announced private placement of Units (the "Private Placement") has over 80 subscribers and the Corporation is working to complete all the paperwork to close on or before March 24, 2017. The Private Placement is subject to the final approval of the TSXV. For further details of the Private Placement, please see the Corporation's news releases of March 9, 2017 and March 15, 2017.
Dr. George Adams, the Chief Executive Officer and a Director of the Corporation, received 312,500 Units pursuant to the Shares for Debt. Such participation in the Shares for Debt constitutes a Related Party Transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange (the "TSXV"). The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. A material change report in respect of the Related Party Transaction will be filed by the Corporation but could not be filed earlier than 21 days prior to its completion due to the fact that the transaction was subject to approval by the TSXV.
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 closing of the Private Placement and final approval of the Private Placement by the TSXV. The forward-looking statements and information are based on certain key expectations and assumptions made by the Corporation, including expectations and assumptions concerning the TSXV final approval of the Private Placement and the closing of the Private Placement. 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. Certain 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 www.sedar.com. 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.