Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Corporation") (TSX-V: VPT) is pleased to announce that it has completed its previously-announced, shares-for-debt transaction (the "Shares for Debt") with holders of debentures previously issued by the Corporation (the "Debentures"). The Corporation issued to the holders of Debentures a total of 1,575,000 units of the Corporation ("Units") as payment of $504,000, being the aggregate of all amounts due under such Debentures. Each Unit consists of one common share of Ventripoint ("Common Share") and one Common Share purchase Warrant ("Warrant"), with each Warrant entitling the holder to acquire one Common Share at a price of $0.50 for a period of 2 years after the issuance of the Warrant.
The Corporation also announces that the previously-announced private placement of Units (the "Private Placement") has over 80 subscribers and the Corporation is working to complete all the paperwork to close on or before March 24, 2017. The Private Placement is 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 and March 15, 2017.
Dr. George Adams, the Chief Executive Officer and a Director of the Corporation, received 312,500 Units pursuant to the Shares for Debt. Such 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 but could not be filed earlier than 21 days prior to its completion due to the fact that the transaction was subject to approval by the TSXV.
Ventripoint announced earlier this month that it had received a license from Health Canada for the new VMS-PLUS™ machine and the 4-chamber (4C) heart analysis system. The VMS is already licensed in Canada for use for the right ventricle (RV). This expansion allows the determination of volume and function for all four chambers of the heart using conventional 2D ultrasound.