VentriPoint Diagnostics Ltd.
TSX VENTURE : VPT
PINK SHEETS : VPTDF

VentriPoint Diagnostics Ltd.

December 08, 2011 17:13 ET

VentriPoint Announces Proposed Issuance of Shares for Debt and Offering

SEATTLE, WASHINGTON--(Marketwire - Dec. 8, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

The Board of Directors of VentriPoint Diagnostics Ltd. (the "Corporation" or "VentriPoint") (TSX VENTURE:VPT) (PINKSHEETS:VPTDF) announces, subject to all necessary regulatory and stock exchange approval, that it intends to issue 3,648,078 units of the Corporation (the "Units") at a deemed price of $0.163 per Unit for payment of outstanding debts of $594,637 owed to holders of debentures of the Corporation. Each Unit will consist of one common share of the Corporation ("Common Share") and one common share purchase warrant ("Warrant") of the Corporation, with each Warrant entitling the holder thereof to acquire one Common Share at a price of $0.20 per share for a period of three (3) years from the date of issuance. The Corporation also intends to issue 147,294 Common Shares at a deemed price of $0.207 per share in payment of $30,490 of accrued interest owing to holders of debentures of the Corporation.

The Corporation also announces, subject to all necessary regulatory and stock exchange approval, an offering (the "Offering") of up to $2,000,000 principal amount of units of the Corporation ("Promissory Units") at a price of $1.00 per Promissory Unit. Each Promissory Unit will consist of $1.00 principal amount of promissory notes (the "Notes") and one common share purchase warrant exercisable to purchase one Common Share at a price of $0.20 per share for a period of three years from the date of issuance (the "Promissory Warrants").

The Notes will be unsecured, will mature three years from the date of issuance and may be repaid at any time at the option of the Corporation. The interest on the Notes will be calculated at a rate of nine (9%) percent per annum and payable at the option of the Corporation in Common Shares or cash, subject to the rules of the TSX Venture Exchange ("TSXV").

The Corporation may pay agent's fees to non-related parties, subject to approval of the TSXV, a cash commission of 5% and one Promissory Warrant for each dollar of commission.

The Corporation intends to use the proceeds of the Offering to pay down existing debt and for the general working capital needs of the Corporation.

The securities issued by the Corporation 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 the VMS™ is the first cost-effective and accurate diagnostic tool for measuring right ventricle heart function. Congenital heart disease is the first application in a suite of applications for all major heart diseases including pulmonary hypertension, cardiovascular disease and heart failure, which management believes has a multibillion-dollar market potential. Canada and Europe (CE Mark) have granted approval for the sale of VentriPoint's VMS™ heart analysis system and VentriPoint is pursuing the US-FDA approval through the 510(k) process.

FORWARD-LOOKING STATEMENTS: The statements made in this press release that are not historical facts contain forward-looking information that involves risk and uncertainties. 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. These forward-looking statements are made as of the date of this press release and, other than as required by applicable securities laws, the Corporation does not assume any obligation to update or revise them to reflect new events or circumstances. 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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