VentriPoint Diagnostics Ltd.
TSX VENTURE : VPT
OTCQX : VPTDF

VentriPoint Diagnostics Ltd.

May 06, 2013 16:30 ET

VentriPoint Announces Private Placements

SEATTLE, WASHINGTON--(Marketwired - May 6, 2013) - Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Company") (TSX VENTURE:VPT) (OTCQX:VPTDF) announces that it intends to complete a non-brokered private placement of up to 1,000 units ("Units") of the Company at a price of USD$1,000 per Unit for gross proceeds of up to USD$1,000,000 (the "Unit Private Placement"). Each Unit will consist of USD$1,100 principal amount of non-convertible secured debentures ("Unit Debentures"), which shall mature three years from the date of issuance and 2,000 common shares in the capital of the Company (the "Common Shares").

The Corporation also announces a non-brokered private placement of up to USD$800,000 (the "Debenture Private Placement") of non-convertible secured debentures (the "Non-Unit Debentures") in a principal amount of USD$1,000 per Non-Unit Debenture which shall mature on July 18, 2014. The Unit Private Placement and the Non-Unit Private Placement are collectively referred to herein as the "Private Placements". The Unit Debentures and Non-Unit Debentures are collectively referred to herein as the "Debentures".

Each Unit Debenture is subject to a 10% capital discount premium to the subscriber such that for every USD$1.00 Unit Debenture acquired, the Company shall owe, on the maturity date, an amount equal to USD$1.10 to the subscriber minus any payments of principal to date. Any interest due under the terms of the Unit Debentures shall only be paid and calculated against the principal amount actually provided to the Company (i.e. USD$1.00) by the subscriber and not calculated against the inflated principal paid on the maturity date (i.e. USD$1.10).

The Debentures will bear interest at a rate of 12% per annum and shall be calculated on the initial Debenture amount. Any accrued but unpaid interest under the Debentures shall be due and payable on December 1st 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. 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 shall pay any accrued interest and make an additional payment to the Debenture holder equal to one year's interest (the "Additional Interest Payment").

The Debenture holders shall receive a pro rata 20% first charge on gross revenues (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 paid upon the maturity date of the Debentures.

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

The Company intends to use the proceeds from the Private Placements 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 Private Placements are subject to the approval of the TSX Venture 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 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.
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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 www.sedar.com. 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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