The News Ventripoint increases placement to $3.2-million
Ventripoint Diagnostics Ltd (2) (C:VPT)
Shares Issued 32,138,218
Last Close 3/14/2017 $0.39
Wednesday March 15 2017 - News Release
Mr. George Adams reports
VENTRIPOINT ANNOUNCES INCREASE IN SIZE OF PRIVATE PLACEMENT, SHARES FOR DEBT AND CLOSING OF ACCEPTANCE OF ORDERS
Ventripoint Diagnostics Ltd. is increasing the maximum gross proceeds of its previously announced non-brokered private placement from $2-million to $3.2-million and will now issue up to 10 million units at 32 cents 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 21, 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 Security Holders 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 TSX Venture Exchange (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 news releases of March 9, 2017.
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