/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN
CANADA ONLY AND IS NOT INTENDED
FOR DISTRIBUTION OR DISSEMINATION IN THE
UNITED STATES./
DENVER, Nov. 22, 2019
/CNW/ - Assure Holdings Corp. (the "Company" or
"Assure") (TSXV: IOM; OTCQB: ARHH), a provider of
intraoperative neuromonitoring services (IONM), is
pleased to announce that it is launching a non-brokered private
placement of convertible debenture units (each, a "CD
Unit" and collectively, the "CD Units") for
gross proceeds of up to C$4 million
(the "Offering"). The net proceeds of the Offering will be
used for working capital and growth capital purposes. The Company
shall have an option at its sole discretion to increase the size of
the Offering by C$2 million to an
aggregate of C$6 million.
Each CD Unit will be offered at a price of C$1,000 and will be comprised of one unsecured
redeemable convertible debenture with a principal amount of
C$1,000 (each, a "Debenture"
and collectively, the "Debentures") and 217 common share
purchase warrants of the Company (each, a "Warrant" and
collectively, the "Warrants"). Each Warrant will entitle the
holder thereof to acquire one common share of the Company at a
price of C$2.80 per share for a
period of three years from the closing date of the Offering (the
"Closing Date").
The Debentures will mature and be repayable on the date that is
four years from the Closing Date (the "Maturity Date") and
carry a coupon of 9% per annum, compounded annually in arrears
until maturity and payable annually in cash or at such earlier date
on which the Debentures are converted or redeemed. Beginning on the
first year anniversary of the Closing Date, (i) each Debenture will
be convertible into common shares of the company ("Common
Shares") at a conversion price of C$2.30 (the "Conversion Price")
until the Maturity Date and (ii) the Company shall be able to
require Debentureholders to convert their Debentures into Common
Shares at the Conversion Price in the event the VWAP of the Common
Shares on the TSX Venture Exchange (the "TSXV") is greater
than C$2.87 for ten consecutive
trading days. Following the first year anniversary of the Closing
Date, the Debentures will be redeemable at the option of the
Company, at 100% of the principal amount then outstanding.
Finders shall be entitled to receive a finder's fee comprised
of: (i) a cash fee equal to 7% of the gross proceeds raised as a
direct result of introductions from such finders; and (ii) such
number of finder's warrants (the "Finder's Warrants") equal
to 7% of the aggregate number of Common Shares issuable upon
conversion of the Debentures issued. Each Finder's Warrant will be
exercisable at a price of C$2.30 for
a period of 36 months following the Closing Date and will entitle
the holder thereof to acquire one Common Share and one-half of one
common share purchase warrant (each whole Common Share purchase
warrant, an "Underlying Warrant"). Each Underlying
Warrant will entitle the holder to acquire one Common Share at a
price of C$2.80 for a period of 36
months from the Closing Date and will be subject to the same terms
and conditions as the Warrants.
All securities issued pursuant to the Offering will be subject
to a hold period of twelve months following the Closing Date.
Closing of the Offering is expected to occur on or about
December 13, 2019 or such earlier or
later date as the Company may determine. The Offering is subject to
TSXV approval.
This press release is not an offer of the securities for sale in
the United States. The securities
may not be offered or sold in the United
States absent registration or an available exemption from
the registration requirements of the U.S. Securities Act of 1933,
as amended (the "U.S. Securities Act") and applicable U.S. state
securities laws. Assure will not make any public offering of the
securities in the United States. The securities have not been
and will not be registered under the U.S. Securities Act.
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
these Securities, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Assure Holdings
Assure Holdings Corp. is a
Colorado-based company that works
with neurosurgeons and orthopedic spine surgeons to provide a
turnkey suite of services that support intraoperative
neuromonitoring activities during invasive surgeries. Assure
employs its own staff of technologists and uses its own
state-of-the-art monitoring equipment, handles 100% of
intraoperative neuromonitoring scheduling and setup, and bills for
all technical services provided. While Assure focuses primarily on
supporting spinal and vascular surgeries, plans are in place to
support other classes of medicine that rely on the standard of care
that intraoperative neuromonitoring provides. Assure
Neuromonitoring is recognized as providing the highest level of
patient care in the industry and has earned the Joint Commission's
Gold Seal of Approval®. For more information, visit the
company's website at www.assureneuromonitoring.com.
Forward-Looking Statements
This news release contains
certain statements that may constitute forward-looking information
and forward-looking statements under applicable securities laws.
All statements, other than those of historical fact, which address
activities, events, outcomes, results, developments, performance or
achievements that Assure anticipates or expects may or will occur
in the future (in whole or in part) should be considered
forward-looking information and forward-looking statements. Such
information or statements may involve, but is not limited to,
comments with respect to strategies, expectations, planned
operations, future actions of the Company, the ability of Assure to
raise $4 million and the ability of
Assure to close the Offering. Often, but not always,
forward-looking information or forward-looking statements 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 and forward-looking
statements are 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 to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
information and the forward-looking statements. Such factors may be
based on information currently available to Assure, 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. Readers are cautioned
not to place undue reliance on forward-looking statements as there
can be no assurance that the plans, intentions or expectations upon
which they are placed will occur. Such information, although
considered reasonable by management at the time of preparation, may
prove to be incorrect and actual results may differ materially from
those anticipated. The forward-looking statements in this news
release speak only as of the date of this release and Assure
undertakes no obligation to publicly update any forward-looking
statements to reflect new information, events or circumstances
after the date of this release. Any and all forward-looking
information contained in this press release is expressly qualified
by this cautionary statement.
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.
SOURCE Assure Holdings Corp.