ARHH - Assure Holdings Closes C$1.2 Million First Tranche of Convertible Debenture Unit Offering
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
DENVER, Dec. 16, 2019 (GLOBE NEWSWIRE) -- Assure Holdings Corp. (the “Company” or “Assure”) (TSXV: IOM; OTCQB: ARHH), is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement offering of up to C$4,000,000 (the “Offering”), pursuant to which the Company issued approximately 1,206 unsecured redeemable convertible debentures (“Debentures”), each with a principal amount of C$1,000 and approximately 261,790 share purchase warrants (“Warrants”) for aggregate gross proceeds of approximately C$1,206,000. The net proceeds of the offering will be used for working capital and growth capital purposes.
The Debentures mature and are repayable on December 13, 2023 (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 (the “Common Shares”) at a conversion price of C$2.30 (the “Conversion Price”) until the Maturity Date; (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; and (iii) the Debentures will be redeemable at the option of the Company, at 100% of the principal amount then outstanding.
Each Warrant entitles the holder thereof to acquire one Common Share at a price of C$2.80 per share for a period of three years from the date of issuance.
The Company has reserved an option at its sole discretion to increase the size of the Offering by C$2 million to an aggregate of C$6 million. The Company anticipates closing additional tranches of the Offering in the near future. All securities issued pursuant to the Offering and all securities issued upon exercise thereof will be subject to a hold period of twelve months following the date of issuance thereof, in accordance with the policies of the TSXV and applicable Canadian and U.S. securities laws. The Offering is subject to final approval of the TSXV.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. 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 state 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. 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 may contain “forward-looking statements” within the meaning of applicable securities laws, including, but not limited to, our financing plans, including the offering of Debentures and Warrants and the details thereof, including the proposed use of proceeds therefrom, and other expected effects of the Offering. Forward-looking statements may generally be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes," "estimates," "potential," "target," or "continue" and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the aggregate amount of Debentures and Warrants sold pursuant to the Offering and risks and uncertainties discussed in our most recent annual and quarterly reports filed with the Canadian securities regulators and available on the Company’s profile on SEDAR at www.sedar.com, which risks and uncertainties are incorporated herein by reference. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by law, Assure does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.
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.
Contact
Scott Kozak, Investor and Media Relations
Assure Holdings Corp.
1-720-287-3093
Scott.Kozak@assureiom.com
John Farlinger, Chief Executive Officer
Assure Holdings Corp.
1-604-763-7565
John.Farlinger@assureiom.com