Ventripoint Announces $1,000,000 Non-Brokered Debenture
Unit Private Placement
Toronto, Ontario, January 9, 2019 – Ventripoint Diagnostics Ltd. (“Ventripoint” or the “Corporation”, TSXV:VPT) announces that it intends to complete a non-brokered private placement of up to CDN$1,000,000 (the “Offering”) of debenture units of the Corporation at CDN$1,000 per Unit (“Unit”). Each Unit will be comprised of: (i) CDN$1,000 principal amount of convertible unsecured debentures (“Debentures”), which shall mature three years from the date of issuance; and (ii) 6,000 common share purchase warrants (“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 for a period of 18 months. 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 “Exchange”).
The Debentures will 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 Exchange 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 following the date of issuance 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 following the date that is four months plus one day from the date of closing of the Offering, upon payment of the principal amount plus a premium of 2.5% of such principal amount and all accrued and unpaid interest.
The Corporation may pay registered finders a finder’s fee of up to 7% of the gross proceeds of the Offering. The finders may also receive common share purchase warrants (“Finder’s Warrants”) equal to up to 7% of the aggregate number of Warrants 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.
The Debentures and the Warrants issued pursuant to the Offering, and any Common Shares issued upon the conversion of the Debentures or exercise of Warrants, will be subject to a hold period of four months plus one day from the date of closing of the Offering, except as permitted by applicable securities legislation and the rules of the Exchange. The Offering 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 laws.