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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.