Ventripoint Diagnostics Ltd.
TSX VENTURE : VPT

Ventripoint Diagnostics Ltd.

September 29, 2015 13:28 ET

Ventripoint Closes $3,000,000 Private Placement and Shares for Debt

SEATTLE, WASHINGTON--(Marketwired - Sept. 29, 2015) -

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Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Corporation") (TSX VENTURE:VPT) announces that it has completed its previously-announced, non-brokered private placement (the "Private Placement") of 54,545,454 units ("Units") at $0.055 per Unit for total gross proceeds of $3,000,000 (the "Offering"). Each Unit consists of one common share of Ventripoint ("Common Share") and one quarter of one Common Share warrant ("Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Common Share at an exercise price of $0.11 per Common Share for a period of 2 years after the issuance of the Warrant, subject to accelerations in certain events.

The Corporation will use the proceeds of the Private Placement for development, sales and marketing and general working capital purposes.

Two of the subscribers in the Private Placement accepted Units as payment in full of an outstanding debenture and promissory note previously issued by the Corporation as a shares-for-debt transaction (the "Shares for Debt"). As a result of the Shares for Debt, the Corporation's net debt has been reduced by $600,000.

The Common Shares and the Warrants acquired by the subscribers are subject to a hold period of four months plus one day from the date of closing of the Private Placement except as permitted by applicable securities legislation and the rules of the TSX Venture Exchange (the "TSXV"). The Private Placement is subject to receipt of final acceptance by the TSXV.

Ms. Melanie Skidmore of Langley, British Columbia, acquired ownership of 23,636,364 Common Shares and 5,909,091 Warrants pursuant to the Private Placement. Ms. Skidmore now holds or exercises shared control or direction over a total of 44,345,718 Common Shares representing approximately 17.21% of the current issued and outstanding Common Shares of the Corporation, and 12,556,818 Warrants. Should Ms. Skidmore exercise all of her 12,556,818 Warrants, she would hold or exercise shared control or direction over approximately 21.05% of the current issued and outstanding Common Shares. Ms. Skidmore acquired the Common Shares and Warrants for investment purposes. Ms. Skidmore may, depending on market circumstances, make additional investments in or effect dispositions of securities of the Corporation. A copy of Ms. Skidmore's Early Warning Report will be available on the Corporation`s profile on SEDAR at www.sedar.com.

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 final acceptance of Offering by the TSXV and the use of the proceeds therefrom. The forward-looking statements and information are based on certain key expectations and assumptions made by the Corporation, including expectations and assumptions concerning the TSXV approval of the Offering and the use of net proceeds of the Offering. 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. Certain factors, which could materially affect such forward-looking information are described in the risk factors in the Corporation's most recent annual management's discussion and analysis that is available on the Corporation's profile on SEDAR at www.sedar.com. 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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