Ventripoint Diagnostics Ltd.

TSX VENTURE : VPT


Ventripoint Diagnostics Ltd.

May 22, 2014 07:00 ET

Ventripoint Enters Into Engagement Letter for Private Placement of Units

SEATTLE, WASHINGTON--(Marketwired - May 22, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Corporation") (TSX VENTURE:VPT) is pleased to announce that it has entered into an engagement letter with D&D Securities Inc. ("D&D") under which D&D will act as Ventripoint's agent to use its best efforts to sell, on a private placement basis, up to $2,000,000 of units of the Corporation ("Units") at a price of $0.08 per Unit (the "Offering"). Each Unit will be comprised of one common share in the share capital of the Corporation ("Common Share") and half of one common share purchase warrant ("Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share ("Warrant Share") at a price of $0.12 per Warrant Share at any time prior to 4:30 p.m. (Calgary time) on the date that is 24 months from the date of the issuance of the Units.

As compensation, D&D will be paid a cash commission of 8% of the gross proceeds of the Offering, plus warrants (the "Agent's Warrants") exercisable to purchase such number of Common Shares at $0.08 per share as is equal to 8% of the aggregate number of Units issued in the Offering. The Agent's Warrants will expire 18 months from the closing date of the Offering. Under the engagement letter, D&D is granted an over-allotment option to purchase an additional 15% of the total number Units sold in the Offering.

The Offering is expected to close on or about June 9, 2014 and is subject to regulatory approval, including approval of the TSX Venture Exchange. For further details on the Offering, please contact the Corporation. All securities issued in connection with the Offering will be subject to a hold period of four months from the date of closing. The net proceeds from the Offering will be used for sales and marketing and for general working capital purposes.

Forward Looking Statements:

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 Offering 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 completion 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. Such factors may include the failure to successfully market the Units and failure to satisfy certain conditions in connection with the issuance of the Units. Other 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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