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Published on 12/1/2005 in the Prospect News PIPE Daily.

New Issue: Visiphor closes sale of subscription receipts for C$4.03 million

By Sheri Kasprzak

New York, Dec. 1 - Visiphor Corp. said it has concluded its previously announced private placement for C$4,033,365.

The company issued 8,963,034 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$0.50 each through Nov. 29, 2006.

Blackmont Capital Corp. and Canaccord Capital Corp. were the placement agents.

The offering was first announced Oct. 6 as a C$5.5 million deal composed of up to 11 million receipts at C$0.50 each. The number of receipts was increased to 12,222,500 and the price dropped to C$0.45 on Nov. 18.

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$4,033,365
Receipts:8,963,034
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
Settlement date:Dec. 1
Stock price:C$0.46 at close Oct. 6
Stock price:C$0.44 at close Nov. 18
Stock price:C$0.43 at close Dec. 1

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