Ventripoint Announces Closing of First Tranche of Private Placement and Shares for Debt
Seattle, Washington – June 23, 2014 - Ventripoint Diagnostics Ltd. (“Ventripoint” or the “Corporation”) (TSXV:VPT) is pleased to announce that it has completed the first tranche of its previously announced private placement (“Private Placement”) of 24,951,426 Units (“Units”) for gross proceeds of $1,996,114. Each Unit is comprised of one common share (“Common Share”) and one half of one Common Share purchase warrant (“Warrant”). Each full Warrant is exercisable into one additional Common Share at an exercise price of $0.12 until June 20, 2016. The Private Placement was approximately 33% non-brokered and 67% brokered, with D&D Securities Inc. (“D&D”) acting as the agent of the Corporation in the brokered portion of the Private Placement.
The Corporation will use the proceeds of the Private Placement for sales and marketing and general working capital purposes.
Three of the subscribers in the Private Placement accepted Units as payment in full of outstanding secured debentures previously issued by the Corporation as a shares-for-debt transaction (the “Shares for Debt”). As a result of the Shares for Debt, the Corporation’s net debt has been reduced by $773,626.
The Corporation has paid D&D a cash commission of $63,808, plus 841,600 warrants (the "Agent's Warrants") each exercisable to purchase one Unit of the Corporation. The Agent's Warrants will expire 18 months from the closing date of the Private Placement.
The Common Shares, Warrants and Agent’s Warrants acquired by the subscribers are subject to a hold period of four months plus one day and may not be traded until October 21, 2014 except as permitted by applicable securities legislation and the rules of the TSX Venture Exchange. The Private Placement is subject to receipt of final acceptance from the TSX Venture Exchange.
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.
FORWARD-LOOKING STATEMENTS: The statements made in this news release that are not historical facts may 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. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Ventripoint's disclosure documents on the SEDAR website at www.sedar.com. 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.