Ventripoint Announces $2,000,000 Non-Brokered Private
Placement and Cross Trade
Toronto, Ontario, August 16, 2019 – Ventripoint Diagnostics Ltd. (“Ventripoint” or
the “Corporation”, TSXV:VPT, OTCQB:VPTDF) announces that it intends to
complete a non-brokered private placement (the “Private Placement”) of up to
13,333,333 units of the Corporation (“Units”) at CDN$0.15 per Unit for total gross
proceeds of up to CDN$2,000,000 (the “Offering”). Each Unit will be comprised of:
(i) one common share of the Corporation (“Common Share”); and (ii) one common
share purchase warrant (“Warrant”) with each Warrant exercisable for one
Common Share at an exercise price of CDN$0.175 per Common Share for a
period of 36 months after the issuance of the Warrant. Depending on market
conditions, the Corporation reserves the right to increase the maximum gross
proceeds under the Offering, subject to approval of the TSX Venture Exchange
The Corporation may pay registered finders a finder’s fee of up to 8% of the gross
proceeds of the Offering. The finders may also receive common share purchase
warrants (“Finder’s Warrants”) equal to up to 8% of the aggregate number of
Units issued in relation to subscribers introduced pursuant to the Offering by such
finder. Each Finder’s Warrant will be exercisable into one Common Share at an
exercise price of CDN$0.175 per Common Share for a period of 18 months.
The Corporation will use the proceeds of the Offering for sales and marketing,
development and general working capital purposes.
Dr. George Adams, Chief Executive Officer and a director of the Corporation,
intends to sell 1,525,500 Common Shares from his personal holdings in an
arranged sale through the facilities of the Exchange, and to use the proceeds from
such sale to purchase Units under the Offering in a cross trade. The Corporation
has determined that exemptions from the various requirements of TSXV Policy 5.9
and Multilateral Instrument 61-101 are available for the issuance of Units to Dr.
Adams (Formal Valuation - Issuer Not Listed on Specified Markets; Minority
Approval - Fair Market Value Not More than 25% of market Capitalization).
The Common Shares and the Warrants issued pursuant to the Offering, 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 closing of the Private
Placement, except as permitted by applicable securities legislation and the rules of
the Exchange. The Private Placement is subject to approval by the Exchange.
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 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