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Published on 11/18/2005 in the Prospect News PIPE Daily.

New Issue: Visiphor drops price, increases receipts offered in C$5.5 million private placement

By Sheri Kasprzak

New York, Nov. 18 - Visiphor Corp. has increased the number of subscription receipts and dropped the price on its previously announced private placement, pulling the proceeds to C$5,500,125.

The company will now sell up to 12,222,500 subscription receipts at C$0.45 each.

The receipts are exchangeable on a one-for-one basis for units of one share and one half-share warrant. The whole warrants are exercisable at C$0.60 each for the first year and C$0.75 each for the second year.

The offering is being placed through agents Blackmont Capital Corp. and Canaccord Capital Corp.

The deal was first announced Oct. 6 as a C$5.5 million offering of up to 11 million units at C$0.50 each. The units had been comprised of one share and one warrant.

The proceeds will be used to pay for Visiphor's acquisition of Sunaptic Solutions Inc.

Based in Vancouver, B.C., Visiphor provides data systems for law enforcement. Sunaptic develops Microsoft technologies for the health care and financial services sectors.

Issuer:Visiphor Corp.
Issue:Subscription receipts exchangeable for units of one share and one-half share warrant
Amount:C$5,500,125
Units:12,222,500 (maximum)
Price:C$0.45
Warrants:One half warrant per unit upon exchange
Warrant expiration:Two years
Warrant strike price:C$0.60 for the first year; C$0.75 for the second year
Placement agents:Blackmont Capital Inc., Canaccord Capital Corp.
Pricing date:Oct. 6
Amended:Nov. 18
Stock price:C$0.46 at close Oct. 6
Stock price:C$0.44 at close Nov. 18

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