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PARKER, CO, May 26, 2017 /CNW/ - Assure Holdings Corp. (formerly Montreux Capital Corp., the "Corporation") (TSXV: MRX.H), a "capital pool company" pursuant to the policies of the TSX Venture Exchange (the "TSXV"), trading on the NEX board of the TSXV, is pleased to announce that further to a news release dated May 16, 2017, it has closed its Qualifying Transaction (as such term is defined in the policies of the TSXV) with Assure Holdings, Inc. (Colorado) ("Assure") and pursuant to the terms of the TSXV's final bulletin, the Corporation's common shares (the "Resulting Issuer Shares") are expected to commence trading on May 29, 2017 under the symbol "IOM". The Corporation will be listed as a Tier 2 Life Science Issuer on the TSXV.
Preston Parsons, the new Chief Executive Officer of the Corporation and the founder of Assure said of the announcement, "We are extremely excited to complete the qualifying transaction and begin trading. Since we began this process of going public, our company has matured substantially. We continue to execute upon our business model and are extremely pleased with our historical accomplishments. We are very encouraged about the future of Assure and look forward to sharing additional information with the market in the coming weeks."
The Qualifying Transaction was carried out pursuant to the terms of a share exchange agreement (the "Agreement") dated May 16, 2017 among Assure, the shareholders of Assure and the Corporation. Pursuant to the Qualifying Transaction, the Corporation changed its name to "Assure Holdings Corp", continued into the State of Nevada and consolidated its common shares on the basis of one (1) post-consolidation common shares for every three (3) pre-consolidation common shares. Immediately thereafter, (i) all of the issued and outstanding shares of Assure (the "Assure Shares") were transferred to the Corporation in exchange for Resulting Issuer Shares on the basis of one (1) Resulting Issuer Share for each Assure Share; and (ii) all of the issued and outstanding options and Broker Warrants (as hereinafter defined) of Assure were transferred to the Corporation in exchange for options and broker warrants of the Corporation on the same terms and conditions.
As previously announced on March 2, 2017, Assure completed a brokered financing (the "Brokered Financing") led by Leede Jones Gable Inc. (the "Agent") by issuing 6,392,060 subscription receipts (each a "Subscription Receipt" and together, the "Subscription Receipts") at a price of C$0.50 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of C$3,196,030 (the "Escrowed Funds"). As part of the Brokered Financing, Assure agreed to pay to the Agent a cash commission (the "Initial Commission") equal to 8.0% of the gross proceeds raised by the Agent arising from the Brokered Financing, being an aggregate total of C$229,800. In addition, as part of the Brokered Financing, Assure issued 459,600 broker warrants (the "Broker Warrants") to the Agent and its respective selling group, representing that amount of Broker Warrants equal to 8% of the aggregate number of Subscription Receipts sold in the Brokered Financing. Each Broker Warrant is exercisable at the Issue Price and for a period of 24 months from the date of issuance thereof. As a result of the closing of the Qualifying Transaction, the Escrowed Funds less the Initial Commission and customary transactional expenses were released to the Corporation and each of the holders of the Subscription Receipts received equivalent number of Resulting Issuer Shares. As of the date hereof there are approximately 34,928,393 Resulting Issuer Shares issued and outstanding and 44,587,993 Resulting Issuer Shares on a fully-diluted basis.
As part of the Qualifying Transaction, all of the incumbent officers and directors of the Corporation resigned and were replaced by Preston Parsons (Chief Executive Officer and Director), Matthew Willer (President, Corporate Secretary and Director), Frank Iadipaolo (Chief Financial Officer), Martin Burian, (Independent Director), and John Farlinger (Independent Director). The Corporation wishes to thank the outgoing board and management team of the Corporation comprised of Ian Burns (Chief Executive Officer and Director), Mark Gelmon (Chief Financial Officer), Laurie Sadler (Independent Director), Marion McGrath (Corporate Secretary) and Nadia Traversa (Independent Director).
Further details regarding the Qualifying Transaction are set out in the Filing Statement of the Corporation dated May 16, 2017 and available under the Corporation's profile at www.sedar.com.
About Assure Holdings Corp.
Assure Holdings Corp. is a Colorado based company, incorporated in the State of Nevada, that works with neurosurgeons and orthopedic spine surgeons to provide a turnkey suite of services that support intraoperative neuromonitoring activities during invasive surgeries. Assure: (i) employs its own staff of technologists and uses its own state of the art monitoring equipment, (ii) handles 100% of intraoperative neuromonitoring scheduling and setup, and (iii) bills for all technical services provided. While Assure focuses primarily on supporting spinal surgeries, plans are in place to support other classes of medicine that rely on the standard of care that intraoperative neuromonitoring provides.
Investors are cautioned that, except as disclosed in the Filing Statement any information released or received with respect to the reverse take-over may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities of the Corporation have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release contains certain statements that may constitute forward-looking information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance or achievements that Assure, Montreux and/or the Corporation anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Such information may involve, but is not limited to, comments with respect to strategies, expectations, planned operations and future actions of the Corporation. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Assure, Montreux or the Corporation, as applicable, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to Assure, Montreux and the Corporation, including information obtained from third-party industry analysts and other third party sources, and are based on management's current expectations or beliefs regarding future growth, results of operations, future capital (including the amount, nature and sources of funding thereof) and expenditures. Any and all forward-looking information contained in this Filing Statement is expressly qualified by this cautionary statement.
SOURCE Assure Holdings Corp.
For further information: Matthew Willer, President, Assure Holdings Corp., Tel: (720) 287-3093, Email: Matthew.Willer@assureIOM.com, Website: www.assureIOM.com