Ventripoint Announces Closing of Non-Brokered Debenture Unit Private Placement
Toronto, Ontario, January 28, 2019 – Ventripoint Diagnostics Ltd. (“Ventripoint” or the “Corporation”, TSXV:VPT, OTCQB:VPTDF) is pleased to announce that it has closed its non-brokered private placement of debenture units of the Corporation (“Units”) for gross proceeds of $1,511,000 (the “Offering”). Each Unit is comprised of: (i) CDN$1,000 principal amount of convertible unsecured debentures (“Debentures”), which will mature on January 25, 2022; and (ii) 6,000 common share purchase warrants with each warrant exercisable for one common share of the Corporation (“Common Share”) at an exercise price of CDN$0.175 per Common Share until July 25, 2020. The securities issued pursuant to the Offering are subject to a four month hold period that expires on May 26, 2019.
The Debentures bear simple interest at an annual rate of 6.5%, calculated on the principal amount, with any accrued but unpaid interest under the Debentures due and payable quarterly in either cash or Common Shares (at the option of the Corporation), except for the first interest payment which shall be paid in cash, with the number of Common Shares being determined by using the 10 day volume-weighted average price of the Common Shares on the TSX Venture Exchange (“TSXV”) on that date that is five days prior to the last trading day of the applicable quarter. The Debentures may be converted by the holder at any time at a price of CDN$0.155 per Common Share. The Debentures may be redeemed in whole or in part by the Corporation at any time after May 26, 2019, upon payment of the principal amount plus a premium of 2.5% of such principal amount and all accrued and unpaid interest.
Dr. George Adams, Chief Executive Officer and a director, subscribed for 233 Units under the Offering. 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 the Units to Dr. Adams (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More than 25% of market Capitalization).
Finders acting in connection with this Offering received a finder’s fee in the aggregate total amount of $81,360 and an aggregate of 488,160 finder’s warrants, which is an average of 5.4% of the Offering. Each finder’s warrant is exercisable for one Common Share at an exercise price of CDN$0.175 per Common Share until July 25, 2020.
The Corporation will use the net proceeds of the Offering for sales and marketing, development and general working capital purposes.
Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including TSXV final acceptance.
About Ventripoint Diagnostics Ltd.
Ventripoint has created tools to monitor patients with heart disease, a leading cause of death in developed countries. VMS™ is the first cost-effective and accurate tool for measuring heart function. The Corporation has developed a suite of applications for all major heart diseases and imaging modalities including congenital heart disease, left or right heart failure and normal hearts - a multi-billion dollar market potential.
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 press release that are not historical facts 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. 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.