Ventripoint Diagnostics Ltd.
TSX VENTURE : VPT
OTCQX : VPTDF

Ventripoint Diagnostics Ltd.

August 28, 2013 16:05 ET

Ventripoint Announces Further $500,000 Unit Debenture Private Placement

SEATTLE, WASHINGTON--(Marketwired - Aug. 28, 2013) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Corporation") (TSX VENTURE:VPT) (OTCQX:VPTDF) announces that it intends to complete a second non-brokered private placement of up to CDN$500,000 (the "Offering") of debenture units of the Corporation at a price of $1,000 per unit ("Units"). The Units will be comprised of $1,000 principal amount of convertible non-secured debentures ("Debentures"), which shall mature three years from the date of issuance of the Debentures (the "Maturity Date") and 5,000 common share purchase warrants with an exercise price of $0.15 for a period of three years with an acceleration clause 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. Depending on market conditions, the Corporation reserves the right to increase the maximum gross proceeds under the Offering, subject to 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 with the provision that if the daily volume weighted average price of the common shares for 20 consecutive trading days is at or below $0.03 ("Trigger Event") at any time during the term, 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 Corporaton 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.

The Corporation may pay a commission or finder's fee of up to 7% cash and agent's options equal to up to 7% of the shares issuable upon exercise of the Debentures. 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.

The Offering is subject to the approval of the Exchange. The securities will be subject to a four-month hold period, in accordance with applicable securities laws.

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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