VMS Vortex Metals Inc

Ventripoint Diagnostics Ltd. ("Ventripoint" or the "Company") (TSX VENTURE:VPT)
(OTCQX:VPTDF) announces that it intends to complete a non-brokered private
placement of up to 1,000 units ("Units") of the Company at a price of USD$1,000
per Unit for gross proceeds of up to USD$1,000,000 (the "Unit Private
Placement"). Each Unit will consist of USD$1,100 principal amount of
non-convertible secured debentures ("Unit Debentures"), which shall mature three
years from the date of issuance and 2,000 common shares in the capital of the
Company (the "Common Shares"). 


The Corporation also announces a non-brokered private placement of up to
USD$800,000 (the "Debenture Private Placement") of non-convertible secured
debentures (the "Non-Unit Debentures") in a principal amount of USD$1,000 per
Non-Unit Debenture which shall mature on July 18, 2014. The Unit Private
Placement and the Non-Unit Private Placement are collectively referred to herein
as the "Private Placements". The Unit Debentures and Non-Unit Debentures are
collectively referred to herein as the "Debentures". 


Each Unit Debenture is subject to a 10% capital discount premium to the
subscriber such that for every USD$1.00 Unit Debenture acquired, the Company
shall owe, on the maturity date, an amount equal to USD$1.10 to the subscriber
minus any payments of principal to date. Any interest due under the terms of the
Unit Debentures shall only be paid and calculated against the principal amount
actually provided to the Company (i.e. USD$1.00) by the subscriber and not
calculated against the inflated principal paid on the maturity date (i.e.
USD$1.10).


The Debentures will bear interest at a rate of 12% per annum and shall be
calculated on the initial Debenture amount. Any accrued but unpaid interest
under the Debentures shall be due and payable on December 1st each calendar
year. The December 1, 2013 interest may, subject to the approval of the TSX
Venture Exchange ("Exchange"), be paid in Common Shares, with the number of
Common Shares being determined by using the preceding 10 day volume-weighted
average price of the Common Shares on the Exchange. All subsequent interest
payments shall be made in cash and the final payment of accrued interest shall
be payable upon maturity of the Debentures.


If the Company prepays all of the outstanding principal on any of the Debentures
prior to the second anniversary date of the Debentures, the Company shall pay
any accrued interest and make an additional payment to the Debenture holder
equal to one year's interest (the "Additional Interest Payment").


The Debenture holders shall receive a pro rata 20% first charge on gross
revenues (net of any third party billings, such as shipping or taxes) (the
"Revenue Payments") at the end of each calendar quarter from sales of
VentriPoint Medical System ("VMS") machines until the Debentures are retired.
The Revenue Payments shall not invoke the Additional Interest Payment and will
be deducted from the principal paid upon the maturity date of the Debentures. 


The Debentures shall be secured by a general security agreement against all of
the assets of the Company's subsidiary, Ventripoint, Inc., including its
intellectual property, as a first charge. All Debentures shall rank equally with
one another.


The Company intends to use the proceeds from the Private Placements for: (i)
product and service commercialization of the VMS machines; (ii) clinical
validation of VMS functionality, including applications for additional diagnoses
and heart diseases; and (iii) for general working capital purposes and
potentially to repay debt and outstanding payables. 


The Private Placements are subject to the approval of the TSX Venture Exchange.
The securities will be subject to a four-month hold period, in accordance with
applicable securities laws. 


About Ventripoint Diagnostics Ltd. 

Ventripoint has created a diagnostic ultrasound tool to monitor patients with
heart disease, a leading cause of death in developed countries. Management
believes that VMS(TM) is the first cost-effective and accurate diagnostic tool
for measuring right ventricle heart function. Congenital heart disease in
children and adults and Pulmonary Arterial Hypertension are the first
applications in a suite of applications for all major heart diseases including
cardiovascular disease and heart failure - a multi-billion dollar market
potential. Canada and Europe (CE Mark) have granted approval for the sale of its
VMS(TM) tool and the Company is pursuing the US-FDA marketing clearance through
the 510(k) process. 

For further information, please contact:

FORWARD-LOOKING STATEMENTS: This news release may contain certain
forward-looking information and statements, including without limitation,
statements pertaining to the closing of the private placements including the
Company's ability to obtain necessary approvals from the TSX Venture Exchange.
All statements, other than statements of historical facts, which address
Ventripoint's expectations, should be considered forward-looking statements.
Such statements are based on management's exercise of business judgment as well
as assumptions made by and information currently available to management. When
used in this document, the words "may", "will", "anticipate", "believe",
"estimate", "expect", "intend" and words of similar import, are intended to
identify any forward-looking statements. You should not place undue reliance on
these forward-looking statements. These statements reflect a current view of
future events and are subject to certain risks and uncertainties as contained in
the Company's filings with Canadian securities regulatory authorities. Should
one or more of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results could differ materially from those
anticipated in these forward-looking statements. A description of assumptions
used to develop such forward-looking information and a description of risk
factors that may cause actual results to differ materially from forward-looking
information can be found in Ventripoint's disclosure documents on the SEDAR
website at www.sedar.com. The Company undertakes no obligation, and does not
intend, to update, revise or otherwise publicly release any revisions to these
forward-looking statements to reflect events or circumstances after the date
hereof, or to reflect the occurrence of any unanticipated events. Although
management believes that expectations are based on reasonable assumptions, no
assurance can be given that these expectations will materialize.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Ventripoint Diagnostics Ltd.
Dr. George Adams
CEO
(206) 910-9125
gadams@ventripoint.com

Vortex Metals (TSXV:VMS)
Historical Stock Chart
From Jun 2024 to Jul 2024

Vortex Metals (TSXV:VMS)
Historical Stock Chart
From Jul 2023 to Jul 2024