Viper Gold Ltd.
TSX VENTURE : VPR.H
NEX BOARD : VPR.H

Viper Gold Ltd.

September 14, 2015 20:16 ET

Viper Announces New Chief Executive Officer and Increase in Private Placement Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 14, 2015) -

NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.

Viper Gold Ltd. ("Viper" or the "Company") (NEX:VPR.H) is pleased to announce that Mr. Vineet (Vinny) R. Jindal has agreed to serve as President, Chief Executive Officer and as a director of Viper effective September 15, 2015. The appointment of Mr. Jindal is being made in conjunction with the previously announced (see news release dated September 1, 2015) acquisition by Viper (the "Transaction") of the all of the issued and outstanding shares of QuikFlo Technologies Inc. ("QuikFlo"). QuikFlo is a private Alberta-based medical technology company that is developing an automated diagnostic tool which will interpret computed tomography scans of ischemic stroke patients and provide specific treatment options to attending physicians.

The Company is also pleased to announce that is has increased the size of its previously announced non-brokered private placement to $500,000 and has concurrently increased the price of each common share of Viper (a "Viper Share") offered to $0.25 per share (the "Private Placement"). The proceeds of the Private Placement will be used to develop the QuikFlo diagnostic tool and to pay for a portion of the costs of the Transaction. Completion of the Private Placement is subject to final Exchange acceptance. Viper Shares issued will be subject to a hold period expiring four months from the date of closing.

Mr. Jindal has been the Chief Business Officer for Caliber Corporate Advisors LLC, a corporate strategic advisory firm, since October 2014. Prior to that, from February 2010 until September 2014, Mr. Jindal was the Chief Executive Officer, co-founder and a director of Stockr, Inc., a social media platform for investors. From August 2007 until February 2008, Mr. Jindal was a Principal at Boston Millenia Partners, a private equity fund and from August 2007 until February 2008, he was the managing director of Biotechnology Analysis, and Head of Healthcare Equity Research at ThinkEquity LLC, growth focused research-centric investment bank. Mr. Jindal has held several senior analyst and research positions with various investment banks including Wedbush Morgan Securities and Lehman Brothers. Mr. Jindal has a Master's degree in pharmacology from Cornell University, a Master's degree in endocrinology and a B.A. in integrative Biology, both from the University of California at Berkley.

Mr. Jindal will receive an initial one-time equity compensation payment of an option to purchase up to 3,000,000 shares exercisable at a price of $0.25 per share, for five years from the date of grant ("Compensation Options"). One-third (1/3) of the Compensation Options will be vested immediately upon grant, and the remaining two-thirds (2/3) of the Compensation Options will vest in equal quarterly installments over two years. Mr. Jindal's appointment is subject to Exchange approval, and his option based compensation arrangement is subject to disinterested shareholder approval.

Trading Halt

Trading in the Viper Shares has been halted and may remain halted pending the review of the Transaction by the Exchange. There can be no assurance that trading in the Viper Shares will resume prior to the completion of the Transaction.

Further Information

For further information relating to the Company or this release please visit www.sedar.com.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval, if applicable. The transaction cannot close until the required approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Management Information Circular and/or Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of Viper should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the 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.

This press release does not constitute an offer of the securities of the Company for sale in the United States. The securities of the Company have not been registered under the United States Securities Act of 1933, (the "1933 Act") as amended, and may not be offered or sold within the United States absent registration or an exemption from registration under the 1933 Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

Cautionary and Forward-Looking Statements

This news release contains forwardlooking statements and forwardlooking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forwardlooking statements or information. More particularly and without limitation, this news release contains forwardlooking statements and information relating to completion of the Private Placement, the board and management of Viper following the Transaction, the use of the net proceeds of the Private Placement, the listing of the Viper Shares on the Exchange, as well as the Company's corporate strategy. The forwardlooking statements and information are based on certain key expectations and assumptions made by management of the Company, including, without limitation, the Company's ability to obtain the necessary approvals to close the proposed acquisition of QuikFlo and the concurrent Private Placement, the suitability of the key members of ongoing management and the board of directors, the commercial opportunities available to the Company based on the QuikFlo Diagnostic Tool, and the ability of the Company to obtain sufficient funds to commercialize a product. Although management of the Company 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 forwardlooking statements and information since no assurance can be given that they will prove to be correct.

Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forwardlooking 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. These include, but are not limited to, the Company's ability to identify and complete suitable acquisitions to further the Company's growth as well as risks associated with the Company's ability to obtain shareholder approval for the Transaction, the biomedical and technology sectors in general such as operational risks in development, research and regulatory delays or changes in plans with respect to research projects or capital expenditures; the uncertainty of the market; the uncertainty of estimates and projections relating to costs and expenses; health, safety and environmental risks; marketing and commercialization; loss of markets; competition; incorrect assessment of the value of any technologies acquired and failure to realize the anticipated benefits of such acquisitions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws, and government regulations. Accordingly, readers should not place undue reliance on the forwardlooking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive.

The forwardlooking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forwardlooking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

Contact Information

  • Viper Gold Ltd.
    David Stadnyk
    CEO
    604.428.0511.