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VANCOUVER , March 2, 2017 /CNW/ - Montreux Capital Corp. (TSXV: MRX.H) ("Montreux")
Further to Montreux's earlier news releases pertaining to its proposed acquisition of Assure Holdings, Inc. ("Assure"), Montreux advises that Assure has closed its brokered private placement and issued an aggregate of 6,392,060 subscription receipts (each a "Subscription Receipt" and collectively, the "Subscription Receipts") at a price of C$0.50 (the "Offering Price") per Subscription Receipt for gross proceeds of C$3,196,030 (the "Offering").
Each Subscription Receipt will entitle the holder thereof to receive, upon satisfaction of certain escrow release conditions (the "Escrow Release Conditions") and without payment of additional consideration, one post-consolidated share of Montreux (following a three-for-one consolidation) upon closing of Montreux's acquisition of all of the outstanding shares of Assure.
Leede Jones Gable Inc. (the "Agent") acted as agent for Assure with respect to the Offering, on a best-efforts private placement basis. As consideration for its services, the Agent will receive:
a cash commission equal to 8% of the gross proceeds of the Offering, payable once the Escrow Release Conditions have been satisfied and the gross proceeds have been released to Assure; and
that number of warrants of Assure equal to 8% of the number of Subscription Receipts issued under the Offering (the "Broker Warrants"). The Broker Warrants will be exercisable at the Offering Price for a period of 24 months from the date of issuance thereof. Each Broker Warrant will be exchanged for an equivalent warrant of Montreux upon satisfaction of the Escrow Release Conditions; and
a $20,000 corporate finance fee (plus applicable taxes), which was paid at the time of the closing of the Offering.
Preston Parsons , Founder and Executive Chairman of Assure, commented: "We are very pleased to close this financing as one of the final milestones prior to listing on the TSXV. Our business is scaling substantially and we look forward to deploying the additional capital to further execute our business plan. The Company continues to experience broad acceptance of its platform and we look forward to updating all stakeholders as we complete the final steps in this transaction."
Montreux is a "capital pool company" under the policies of the TSX Venture Exchange (the "Exchange"), trading on the NEX board of the Exchange. The proposed acquisition of Assure is intended to serve as Montreux's "qualifying transaction" in accordance with Exchange Policy 2.4. Upon completion of the Share Exchange Transaction, Montreux will be listed as a Tier 2 Industrial Issuer on the Exchange.
Assure is a privately held, Colorado company that works with neuro-surgeons to provide a turnkey suite of services that support intraoperative neuro-monitoring activities during invasive surgeries, including that: (i) it employs its own staff of technicians, and uses its own monitoring equipment, (ii) it handles 100% of intraoperative neuro-monitoring scheduling and setup, and (iii) it 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 neuro-monitoring provides.
ON BEHALF OF THE BOARD
" Ian M. Burns "
Completion of this transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement or Management Information Circular to be prepared in connection with the transaction, 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 Montreux Capital Corp. should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed private placements; use of funds; and the business and operations of the Resulting Issuer after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the results of current exploration and testing. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Montreux disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE Montreux Capital Corp.
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