Ventripoint Announces $2,000,000 Non-Brokered Private Placement
9Toronto, Ontario, March 9, 2017 – Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Corporation") (TSXV:VPT) announces that it intends to complete a non-brokered private placement (the "Private Placement") of up to 6,250,000 units ("Units") at $0.32 per Unit for total gross proceeds of up to $2,000,000 (the "Offering"). Each Unit will consist of one common share of Ventripoint ("Common Share") and one Common Share warrant ("Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.50 per Common Share for a period of 2 years after the issuance of the Warrant.
The Corporation will use the proceeds of the Private Placement for sales and marketing and general working capital purposes.
The Corporation may pay a cash finder's fee on a portion of the proceeds of the Offering and may issue to finders Common Shares of up to 4% of the number of Units purchased by subscribers introduced to the Corporation by the Finder, and non-transferable finder's warrants ("Finder's Warrants") of up to 4% of the number of Units purchased by such subscribers. Each Finder's Warrant would entitle the holder to acquire one additional Common Share at a price of $0.5 per Common Share for a period of 2 years after the issuance of the Finder's Warrant.
The Common Shares, the Warrants and the Finder's Warrants issued pursuant to the Offering, and any Common Shares issued upon the exercise of Warrants and Finder's Warrants, would be subject to a hold period of four months plus one day from the date of closing of the Private Placement except as permitted by applicable securities legislation and the rules of the TSX Venture exchange (the "TSXV"). The Private Placement is subject to approval by the TSXV.
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: 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 Units and the Finder's Warrants. 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 forgoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statements. 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 required by applicable securities law.