Ventripoint Announces Increase in Size of Private Placement,
Shares for Debt and Closing of Acceptance of Orders
Toronto, Ontario, March 15, 2017 – Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Corporation") (TSXV:VPT) is pleased to announce that the Corporation is increasing the maximum gross proceeds of its previously-announced non-brokered private placement (the "Private Placement") from $2,000,000 to $3,200,000 and will now issue up to 10,000,000 units ("Units") at $0.32 per Unit. Each Unit consists of one common share of Ventripoint ("Common Share") and one Common Share warrant ("Warrant"). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.50 per Common Share for a period of 2 years after the issuance of the Warrant.
The Corporation is also announcing the Private Placement is oversubscribed and no further orders will be accepted. The Corporation expects to close the Private Placement on or before March 2,1 2017.
The Corporation also announces that it has expressions of interest to enter into agreements with holders of debentures previously issued by the Corporation (the "Debentures") to issue an additional 1,915,625 Units to the holders of the Debentures as payment in full of $613,000, being the aggregate of all amounts due under the Debentures, as a shares-for-debt transaction (the "Shares for Debt"). Should all debenture holders complete the transactions, the Corporation would be debt free. One insider of the Corporation, Dr. George Adams, would be issued
312,500 Units for his $100,000 debenture.
Dr. Adams' participation in the Shares for Debt 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 Shareholders 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.
The increase in size of the Private Placement, and the Shares for Debt, are subject to the approval of the TSXV. The Private Placement is also subject to the final approval of the TSXV. For further details of the Private Placement please see the Corporation's new release of March 9, 2017.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the 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 acceptance of the Shares for Debt and the Private Placement by the TSXV and the closing of the Private Placement. The forward-looking statements and information are based on certain key expectations and assumptions made by the Corporation, including expectations and assumptions concerning the TSXV approval of the Shares for Debt and the Private Placement and the closing of the Private Placement. 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. Certain 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 forgoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statements. 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 required by applicable securities law.