Ventripoint Announces Closing of Non-Brokered Private Placement
Toronto, Ontario, October 3, 2019 – Ventripoint Diagnostics Ltd. (“Ventripoint” or the “Corporation”, TSXV:VPT, OTCQB:VPTDF) announces the closing of a non-brokered private placement (the “Private Placement”).
A total of 4,687,132 units of the Corporation (“Units”) were issued under the Private Placement at a price of CDN$0.15 per Unit for total gross proceeds of CDN$703,069. All directors and two officers of the Corporation subscribed for a total of 48% of this Private Placement. Each Unit consists 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.
In connection with the Private Placement, the Corporation paid finder’s fees consisting of $480.00 and 3,200 finder’s warrants (each a “Finder’s Warrant”). Each Finder’s Warrant entitles the holder thereof to purchase one Common Share at a price of CDN$0.175 per Common Share for a period of 18 months from the closing of the Private Placement.
The Corporation will use the proceeds of the Offering for sales and marketing, development and general working capital purposes. All securities issued in connection with the Private Placement will be subject to a statutory hold period of four months and one day. The Private Placement remains subject to final acceptance of the TSX Venture Exchange (the “TSXV”).
The Private Placement constituted a related party transaction within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101 (“MI-61-101”) as insiders of the Corporation (consisting of directors and officers of the Corporation) subscribed for an aggregate $334,970 (2,233,132 Units) pursuant to the Private Placement. The Corporation is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in section 5.5(b) and 5.7(a) of MI 61-101, as the Corporation is not listed on a specified market and the fair market value of the participation in the Private Placement by insiders does not exceed 25% of the market capitalization of the Corporation, as determined in accordance with MI 61-101. The Corporation did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Corporation deems reasonable in the circumstances in order to complete the Private Placement.
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. The forward-looking statements and information are based on certain key expectations and assumptions made by the Corporation. 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. 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.
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