VentriPoint Diagnostics Ltd.

VentriPoint Diagnostics Ltd.

December 24, 2010 07:00 ET

VentriPoint Diagnostics Announces a Closing of a Unit Private Placement

SEATTLE, WASHINGTON--(Marketwire - Dec. 24, 2010) -


VentriPoint Diagnostics Ltd. ("VentriPoint" or the "Corporation") (TSX VENTURE:VPT) is pleased to announce that is has completed a closing of its previously announced private placement of units with Bloom Burton & Co. Inc. (the "Agent") as the agent on a best efforts basis. The private placement also included a non-brokered component. The Corporation issued a total of 8,680,385 units at a price of $0.17 per unit for total gross proceeds of $1,475,666. Each unit consists of one common share and one half of one common share purchase warrant. Each whole warrant entitles the holder thereof to acquire one additional common share at a price of Cdn.$0.25 per share for a period of 36 months after the closing. All securities issued in connection with the offering will be subject to a four month hold period that expires on April 24, 2011. Completion of the private placement is subject to TSX Venture Exchange final approval. The net proceeds of the private placement will be used for: (i) expenditures with respect to product and service commercialization of the VentriPoint Medical System ("VMS"); (ii) expansion of VMS functionality, including applications for additional diagnoses and heart diseases; and (iii) for working capital. VentriPoint and Bloom Burton have received additional subscription agreements that are expected to be closed on shortly as a second tranche of the private placement.

For its services in connection with the Offering, the Agent was paid fees in the aggregate amount of $104,210 and received an aggregate of 613,001 broker warrants. Each broker warrant entitles the holder thereof to purchase one common share at an exercise price of Cdn.$0.17 for a period of 36 months after the closing.

George Adams, the President and CEO of the Corporation, subscribed for 300,000 units under the offering. VentriPoint has determined that there are exemptions available from the various requirements of TSX Venture Policy 5.9 and Multilateral Instrument 61-101 for the issuance of these units, (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than 25% of Market Capitalization). No new insiders were created, nor has any change of control occurred, as a result of this private placement.

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. VMS is the first cost-effective and accurate diagnostic tool for measuring right ventricle heart function. Congenital heart disease in children is the first application in a suite of applications for all major heart diseases including pulmonary hypertension, cardiovascular disease and heart failure - a multibillion dollar market potential. Canada and Europe (CE Mark) have granted approval for the sale of its VMS diagnostic tool and a 510(k) submission is currently being reviewed by the U.S. Federal Drug Administration.

Cautionary Note Regarding Forward-Looking Statements - Certain statements contained herein constitute forward-looking statements, including statements concerning the anticipated closing date of the Offering and the anticipated use of proceeds. We believe the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included herein should not be unduly relied upon. Closing could be delayed if VentriPoint cannot obtain necessary regulatory approvals within anticipated timelines and will not be completed unless certain conditions customary for transactions of this kind are satisfied. The forward-looking statements included in this press release are made as of the date of this press release and VentriPoint disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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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