Ventripoint Diagnostics Ltd announced a non-brokered private placement of 3,000 unsecured convertible debentures for an issue price of CAD 1,000 per debenture for a gross proceeds of CAD 3,000,000 on April 11, 2024. The debentures bear 10% interest and mature 3 years from date of issuance. The principal amount of each Debenture will be convertible, at the option of the holder, into 4,000 common shares of the corporation for an effective exercise price of CAD 0.25 per Common Share.

The Debentures will bear simple interest at an annual rate of 10%, calculated on the principal amount, with any accrued but unpaid interest under the Debentures due and payable semi-annually in arrears in either cash or at the option of the Corporation 40% cash and 60% Common Shares, with the number of Common Shares being determined by using the 20-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 period. The Debentures will convert automatically into Common Shares of the Corporation in the event the Corporations? Common Shares closing price prior to October 20, 2026 exceeds 100% of the Conversion Price on the Exchange for 5 consecutive trading days based on volume weighted average closing price.

In the event of Automatic Conversion, each Debenture holder will receive warrants to purchase that number of Common Shares as is equal to 50% of the shares issuable on conversion of the Debentures until October 20, 2026, at an exercise price of CAD 0.70 per share. The Corporation may pay cash finder?s fee of up to 4% of the gross proceeds of the Offering. Finders may also receive common share purchase warrants equal to up to 4% of the aggregate subscription amount in relation to subscribers introduced by the finder, each Finder?s Warrant will be exercisable into one Common Share at an exercise price of CAD 0.25 per Common Share for a period of 18 months.

All securities issued and issuable pursuant to the Offering will be subject to a hold period of four months plus one day from the date of closing of the Offering. The Offering is subject to approval by the Exchange.