Visiphor Corporation
TSX VENTURE : VIS
OTC Bulletin Board : VISRF

Visiphor Corporation

November 18, 2005 15:20 ET

Visiphor Announces Amendments To Private Placement Offering

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Nov. 18, 2005) -

CANADIAN RELEASE: NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR FOR DISSEMINATION IN THE UNITED STATES

Visiphor Corporation ("Visiphor") (OTCBB:VISRF)(TSX VENTURE:VIS)(DE:IGYA) announced today that it has amended the offering price of its proposed brokered private placement by way of offering memorandum from $0.50 per subscription receipt, which was previously announced on October 6, 2005, to $0.45 per subscription receipt (the "Offering"). The Offering will now consist of up to 12,222,500 million subscription receipts (the "Subscription Receipts"), each Subscription Receipt exercisable into a unit (the "Units") consisting of one common share and one half common share purchase warrant. The original terms of the Offering provided that each whole warrant was exercisable at $0.60 per share for one year from the date of issue and $0.75 per share for the second year. After amendment, each whole warrant will entitle the holder thereof to acquire one additional common share in the capital of Visiphor at an exercise price of $0.50 per share for one year from the date of issue of the Subscription Receipts. The terms of the Units that are subject to the agents' option provided to Blackmont Capital Corporation and Canaccord Capital Corporation (collectively, the "Agents") are similarly amended. In addition, Blackmont Capital Corporation will now receive 55,555 common shares of Visiphor at the issue price of $0.45 in lieu of a cash work fee, and a portion of the Agents' commission of 7% will now be settled by the issuance of 66,666 common shares at the issue price of $0.45.

The securities will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, "US persons", as such term in defined in Regulation S promulgated under the Securities Act, except in certain transactions exempt from the registration requirements of the US Securities Act.

This news release shall not constitute an offer to sell or an offer to buy the securities in any jurisdiction.

About Visiphor

Visiphor software products and customer solutions deliver integrated access to applications and databases. The company's solutions also automate law enforcement procedures and evidence handling, often incorporating Visiphor's powerful biometric tools. Using industry standard "Web Services", Visiphor delivers a secure and economical approach to true, real-time application interoperability. The corresponding product suite is referred to as the Briyante Integration Environment (BIE).

Production deployments of BIE have demonstrated remarkable reductions in the time, complexity, and risk associated with defining, implementing, and supporting integrated access to physically and technologically disparate computers. The broad ranging applicability of BIE into a variety of areas (e.g., health care, financial services, government services, telecommunications, etc.) has been clearly demonstrated by recent, highly successful deployments in the United States and Canada. Visiphor systems are deployed in Canada, the United Kingdom, United States, Mexico and the Far East. Visiphor is a Microsoft Certified Partner. For information about the company or its products and services, please refer to www.visiphor.com.

Visiphor trades under the following stock symbols: OTCBB: VISRF; TSX-V: VIS; DE: IGYA



ON BEHALF OF THE BOARD OF DIRECTORS

"Roy Trivett"
President and CEO, Visiphor Corporation


Forward Looking Statements: This press release may contain statements that constitute "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include the risks and uncertainties described in Visiphor's Form 10-KSB filed with the United States Securities and Exchange Commission. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • Media Inquiries:
    Eric Westra - Manager, Marketing & Communications
    Visiphor Corporation
    +1-604-684-2449 Ext. 226
    eric.westra@visiphor.com
    or
    Investor Inquiries:
    Rick Peterson - VP Capital Markets
    Visiphor Corporation
    +1-604-684-2883
    rick.peterson@visiphor.com