Ventripoint Diagnostics Ltd.

Ventripoint Diagnostics Ltd.

July 11, 2016 08:33 ET

Ventripoint Provides Results of Annual Shareholders' Meeting

TORONTO, ONTARIO--(Marketwired - July 11, 2016) - Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Company") (TSX VENTURE:VPT) today announced the results of deliberations by its board of Directors (the "Board") following completion of its Annual General Meeting on June 24, 2016 (the "Meeting"). Dr. Alan Rabinowitz, Dr. Don Segal, and Mr. David Willis were all elected as directors of the Company at the Meeting and each of them received more votes in favour of his election than were withheld.

Two of the five directors elected at the meeting, Mr. Danny Dalla-Longa and Dr. George Adams, received a greater number of votes "withheld" from his election as a director of the Company than votes "for" his election. In accordance with Company's majority voting policy (the "Policy"), the Board has considered the circumstances of such vote, the particular attributes of each of the director nominees including his knowledge, experience and contribution at Board meetings and has determined that it is in best interests of the Company for both Dr. Adams and Mr. Dalla-Longa to remain in office until their successors are elected or appointed.

Under the terms of the Policy, if, in an uncontested election, a director nominee receives from the votes cast a greater number of votes "withheld" from his election than votes "for" his election, the Board shall consider the circumstances of such vote, the particular attributes of the director nominee including his knowledge, experience and contribution at Board meetings and make whatever determination the Board deems appropriate, including without limitation, requesting such director to resign at an appropriate time, and advise shareholders of Board of Director's decision in that regard.

In reaching its decision, the Board (with neither Mr. Dalla-Longa or Dr. Adams participating in the consideration of the matter) considered, among others, the following factors:

  • Knowledge and experience. These directors bring valuable skills to the Board which are relevant to the Company's business. Dr. Adams, the CEO of the Company, has a strong medical science background and experience in officer positions of other bio-science companies. Mr. Dalla-Longa is a CPA and brings to the Board his extensive experience in corporate finance and business valuation.
  • Contributions to the Board. Dr. Adams and Mr. Dalla-Longa have actively contributed to the oversight of the management of the Company through participation on Board committees and the application of their experience to the Corporation's affairs. Dr. Adams has been a director of the Company since 2010, and Mr. Dalla-Longa since 2005.
  • Effect of the Departure of Directors. The sudden departure of these elected directors without properly qualified replacements may have a material adverse effect on the Corporation's business and relationships.

After careful consideration of the aforementioned factors, the Board concluded that it would not be in the best interest of the Corporation to require the resignations of George Adams and Danny Dalla-Longa, and that these directors should remain in office.

The Company's rolling Stock Option Plan did not receive shareholder approval, and accordingly the current Stock Option Plan, which was approved by the shareholders on October 13, 2015, will continue to be effective until such time as a new Stock Option Plan can be approved. The shareholders of the Company also did not approve the proposed increase in the maximum number of shares of the Company (the "DSU Shares") that may be reserved pursuant to the Company's Deferred Share Unit Plan. Because all of the DSU Shares approved pursuant to the unamended Deferred Share Unit Plan have been issued, no further Deferred Share Units may be issued until such time as the Deferred Share Unit Plan can be amended.

BDO were appointed as auditors of the Company for the next year.

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

FORWARD-LOOKING STATEMENTS: The statements made in this press release that are not historical facts contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address Ventripoint's expectations, should be considered forward-looking statements. Such statements are based on management's exercise of business judgment as well as assumptions made by and information currently available to management. When used in this document, the words "may", "will", "anticipate", "believe", "estimate", "expect", "intend" and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of future events and are subject to certain risks and uncertainties as contained in the Corporation's filings with Canadian securities regulatory authorities. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. The Corporation undertakes no obligation, and does not intend, to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.

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