Ventripoint Diagnostics Announces Extension of Warrants
Toronto, Ontario – November 28, 2018 - Ventripoint Diagnostics Ltd. (“Ventripoint” or the “Corporation”) (TSXV:VPT) announces that it has applied to the TSX Venture Exchange (the “TSXV”) to amend the expiry date of common share purchase warrants issued by the Corporation in connection with a private placement of the Corporation (the “Originating Private Placement”) on December 16, 2016 (the “Warrants”). The amendment to the expiry date of the Warrants is set out in the table below. The Warrants to be amended do not include any warrants issued to finders or agents in connection with the Originating Private Placement. No other terms of the Warrants are to be amended.
Number of Warrants Amended Exercise Price
Date of Issuance Outstanding Expiry Date Expiry Date (not amended)
December 16, 2016 1,150,000 December 16, 2018 December 16, 2020 $0.30
The proposed amendment of the Warrants is subject to the approval of the TSXV and the consent of each of the holders of Warrants.
Certain of the Warrants are held by parties who are considered to be “related parties” of the Corporation (such warrants, the “Related Party Warrants”). Therefore, the amendment of the Related Party Warrants constitutes a “related party transaction” as contemplated by Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions, and TSXV Policy 5.9 - Protection of Minority Shareholders in Special Transactions. However, the exemptions from formal valuation and minority approval requirements provided for by these guidelines can be relied upon because neither the fair market value of the Related Party Warrants nor the fair market value of the consideration paid for the Related Party Warrants exceeds 25% of the market capitalization of the Corporation. A material change report in respect of this related party transaction will be filed by the Corporation. The material change report could not be filed earlier than 21 days prior to the amendment of the Warrants because the terms of participation of the non-related parties and the related parties was not confirmed.
Holders of Warrants will not receive an amended Warrant certificate and will be required to submit their original Warrant certificate in order to exercise Warrants.
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 proposed amendment of the Warrants. 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 amendment of the Warrants. 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 of the Corporation to successfully satisfy certain conditions in connection with the amendment of the Warrants and failure to complete the amendment of the Warrants. 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.