Ventripoint Diagnostics Ltd.

Ventripoint Diagnostics Ltd.

August 26, 2015 16:41 ET

Ventripoint Announces Shares for Debt Transaction

SEATTLE, WASHINGTON--(Marketwired - Aug. 26, 2015) -


Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Corporation") (TSX VENTURE:VPT) announces that it intends to issue 11,010,000 common shares in the capital of the Corporation (the "Common Shares") to holders of outstanding debentures and a promissory note previously issued by the Corporation as a shares-for-debt transaction (the "Shares for Debt"). An aggregate of 10,450,000 Common Shares will be issued at a deemed price of $0.06 per Common Share as payment in full of an aggregate of $627,000 principal owing by the Corporation pursuant to one outstanding debenture and one outstanding promissory note. An aggregate of 560,000 Common Shares will be issued at a deemed price of $0.057 per Common Share as payment of an aggregate of $31,920 in interest owing by the Corporation pursuant to six further outstanding debentures. As a result of the Shares for Debt, the Corporation's net debt will be reduced by $658,920.

As part of the Shares for Debt, George Adams, the President and CEO of the Corporation, will receive a total of 210,526 Common Shares in payment of interest owing under the terms of a debenture issued by the Corporation to Dr. Adams.

The Common Shares to be issued pursuant to the Shares for Debt will be subject to a hold period of four months plus one day from the date of issuance except as permitted by applicable securities legislation and the rules of the TSX Venture Exchange. The Shares for Debt is subject to approval by the TSX Venture Exchange.

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 Shares for Debt. The forward-looking statements and information are based on certain key expectations and assumptions made by the Corporation, including expectations and assumptions concerning the completion of the Shares for Debt. 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. Such factors may include the failure to satisfy certain conditions in connection with the issuance of the Common Shares as part of the Shares for Debt. Other factors which could materially affect such forward-looking information are described in the risk factors set forth in the Corporation's most recent annual management's discussion and analysis that is available on the Corporation's profile on SEDAR at 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.

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