VentriPoint Diagnostics Ltd.

VentriPoint Diagnostics Ltd.

May 17, 2010 17:52 ET

VentriPoint Announces Year End Financial Results, Proposed Private Placement, Issuance of Shares for Debt Settlement, Grant of Options and Conversion of Promissory Note

SEATTLE, WASHINGTON--(Marketwire - May 17, 2010) - VENTRIPOINT DIAGNOSTICS LTD. (the "Corporation" or "VentriPoint") (TSX VENTURE:VPT) announces that it filed its audited consolidated annual financial statements and related management's discussion and analysis ("MD&A") for the year ended December 31, 2009. These filings are available in their entirety at

The Corporation also announces it intends to complete a private placement of up to 12,500,000 common shares of the Corporation (the "Common Shares") at a price of $0.12 per Common Share for gross proceeds of up to $1,500,000 (the "Private Placement"). The Corporation intends to use the proceeds from the Private Placement to incur expenditures in preparation for and implementation of product and service commercialization and for working capital purposes. Pursuant to the Private Placement, VentriPoint may pay cash commissions and grant non-transferable agent's options equal to 10% of the proceeds raised to qualified agents exercisable for a period of 18 months from closing in accordance with the policies of the TSX Venture Exchange (the "TSX Venture"). Completion of the Private Placement is subject to final approval of the board of directors of the Corporation and the approval of TSX Venture. The Common Shares will be subject to a four-month hold period, in accordance with applicable securities law.

The Corporation also announces that, pending TSX Venture approval, it intends to issue 561,235 Common Shares to holders of secured, subordinated, debentures of the Corporation (the "Secured Debentures") in satisfaction of interest due on the Secured Debentures in accordance with the terms of the Secured Debentures. The Common Shares will be issued at a deemed price of $0.15 per share to the holders of the Secured Debentures and will have a hold period of four months from the date of issuance in accordance with applicable securities legislation.

The Corporation also announces that, subject to TSX Venture approval, it has entered into a settlement agreement (the "Settlement Agreement") with Joseph Ashley, the President, CEO and a director of the Corporation, whereby Mr. Ashley has agreed to cancel a promissory note (the "Note") dated October 20, 2008 in the amount of $861,712 in exchange for $861,712 of secured debentures (the "Debentures") with an interest rate of 8% per annum and 3,446,848 warrants of the Corporation exercisable for three years from the date of issuance at $0.125 per share.

The Corporation also announces that it has granted 273,000 options to CHF Investor Relations ("CHF") in accordance with the Investor Relations Agreement dated September 22, 2008 between the Corporation and CHF. The options are exercisable at $0.15 per share until the fifth anniversary date of the grant.

About VentriPoint Diagnostics

VentriPoint creates diagnostic tools to monitor patients with heart disease – the number one cause of death in developed countries. By using images produced from existing medical imaging systems, the VentriPoint Medical System ("VMS") generates critical heart measurements in a rapid and inexpensive manner not currently available. The VMS is being adapted for a variety of heart-related diseases, with congenital heart disease representing the first application, and applications for pulmonary hypertension, cardiovascular disease and heart failure in process to follow. Canada and Europe have granted license approval for the VMS diagnostic tool, and VentriPoint is gathering additional requested information in support of its 510(k) submission to the U.S. Federal Drug Administration.

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The securities described in this press release have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Neither TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • VentriPoint Diagnostics
    Ed Garth
    Chief Financial Officer
    (206) 283-0221, ext. 402
    (206) 283-2309 (FAX)
    CHF Investor Relations
    Christopher Haldane
    Account Manager
    (416) 868-1079 ext.237
    (416) 868-6198 (FAX)