Ventripoint Closes Final Tranche of Non-Brokered Private Placement
Toronto, Ontario, September 14, 2018 – Ventripoint Diagnostics Ltd. (“Ventripoint” or the “Company”, TSXV:VPT) announces that, further to its news release of September 4, 2018, it has closed the second and final tranche (the “Final Tranche”) of its non-brokered private placement announced on August 15, 2018 (the “Private Placement”).
In the Final Tranche, the Company issued 2,435,714 units (“Units”) at $0.21 per Unit for gross proceeds of $511,499.94. Each Unit consists of one common share of Ventripoint (“Common Share”) and one-half of one Common Share warrant (“Warrant”). Each whole Warrant will entitle the holder thereof to acquire one additional Common Share at a price of $0.34 per Common Share for a period of 2 years after the issuance of the Warrant. The Company has raised aggregate gross proceeds of $1,011,499.94 under the Private Placement. No Finder’s Fees were paid.
Dr. George Adams, the Chief Executive Officer and a Director of the Corporation, subscribed for 1,500,000 Units (the “Insider Units”) in the Private Placement. Such subscription constitutes a Related Party Transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and Policy 5.9 - Protection of Minority Security Holders in Special Transactions of the TSX Venture Exchange (the “TSXV”). The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. A material change report in respect of the Related Party Transaction will be filed by the Corporation but could not be filed earlier than 21 days prior to its completion due to the fact that the transaction is still subject to confirmation by the TSXV of the suitability of the acquirer of the Insider Units.
The Corporation will use the proceeds of the Private Placement for sales and marketing, development and general working capital purposes.
The Common Shares and the Warrants issued pursuant to the Private Placement, and any Common Shares issued upon the exercise of Warrants, would be subject to a hold period of four months plus one day from the date of issuance, except as permitted by applicable securities legislation and the rules of the TSXV.
About Ventripoint Diagnostics Ltd.
Ventripoint’s technology is a leading Artificial Intelligence (AI) approach known as Knowledge-Based Reconstruction (KBR), used to create applications to monitor heart disease, a leading cause of death worldwide. The VMS+ is the first cost-effective and accurate AI tool for measuring whole heart function using conventional ultrasound. The Company has developed a suite of applications for all major heart diseases and is actively commercializing the approach to improve cardiac care.
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:
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 second tranche 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 the Units. 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 foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. 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 so required by applicable securities laws.