Ventripoint arranges $5M financing of debenture units

Executive Summary

• Ventripoint Diagnostics Ltd. announced a non-brokered private placement of up to $500,000 in unsecured convertible debenture units, subject to TSX Venture Exchange acceptance.
• The company reported several administrative actions, including the issuance of shares to settle debenture interest, insider share issuances, and the exercise of broker warrants and options.
• An update was provided regarding an advisory agreement with Fournel Advisory, detailing the total consideration of options and cash.

Key Details

• Private Placement Structure: Up to $500,000 in unsecured convertible debenture units.
• Unit Composition: Each unit consists of one unsecured convertible debenture with a principal amount of $1,000 and 9,000 common share purchase warrants.
• Conversion Terms: Debentures are convertible at the holder's option prior to maturity at a price of 11 cents per common share.
• Warrant Terms: Each warrant allows the purchase of one common share at 14 cents until December 31, 2027.
• Debenture Maturity and Interest: Matures on December 31, 2027; bears 10% interest payable semi-annually in arrears. Interest may be paid in cash or via issuance of common shares at a 20-day VWAP (subject to exchange approval).
• Finder’s Fees: The corporation may pay a cash finder's fee and issue warrants equal to up to 4% of gross proceeds. Finder's warrants are exercisable at 11 cents per share for 18 months.
• Use of Proceeds: Financing operational costs related to sales and marketing, hiring additional key personnel, and general working capital.
• Hold Period: All securities issued are subject to a hold period of four months plus one day from closing.
• Interest Settlement: Issued 564,473 common shares to settle $76,203.59 of debenture interest at a deemed price of 13.5 cents per share (related to debentures from May, Sept, and Dec 2024).
• Insider Transactions: Issued 50,042 shares to insiders, relying on exemptions from MI 61-101 valuation and minority shareholder approval requirements as the transaction value does not exceed 25% of market capitalization.
• Broker Warrant Exercise: Issued 6,000 common shares upon the exercise of broker's warrants from a financing closed on January 17, 2025.
• Option Exercise: Exercised 200,000 options granted in June 2025 at an exercise price of 11 cents per share.
• Advisory Agreement Update: Total consideration for the agreement with Fournel Advisory is 265,000 options (exercisable at 11 cents) and a cash payment of $30,000 USD.

Notable Quotes

• None provided in the text.