TSP TruSpine Technologies Plc

15 March 2024

TruSpine Technologies plc ("TruSpine", "TSP" or the "Company")

AGM Statement & Loans Update

TruSpine Technologies Plc, the medical device company focused on the spinal (vertebral) stabilisation market, is pleased to announce that at the Company's 2022 Annual General Meeting ("AGM") to be held later today.  The Chairman Geoff Miller will make the following statement:

"As your newly appointed Chairman, I am pleased to report the Board intends to:-

·    Raise further capital for the Company, thus further strengthening the Company's financial position;

·    Review corporate governance procedures at the Company, following the recent board appointments;

·    Convene the 2023 AGM, targeting for it to be held in April 2024; and

·    Refocus the Company's business plan.

The priorities reflect where the Company finds itself today, but we look forward to a time when the focus can be exclusively on delivering on the Company's business strategy, rather than remedial work on historic challenges.

Strengthening the Company's financial position & Loans Update

The immediate priority of the Board is to further strengthen the Company's financial position. In this regard the Company has used all its current shareholder authority to issue new shares prior to this AGM, and has approved a Convertible Loan Note ("CLN") of up to £1.5m to allow further monies to be raised.

Further shareholder authorities will be sought by the Company at the 2023 AGM which is expected to be held by end of April 2024.  If such authorities are granted this will allow the Company to raise additional funds by way of an issue of equity.

I am pleased to announce a set of actions that will further strengthen the balance sheet.

Firstly, the Company has agreed with Barry Sanders to convert his £200,000 loan note for the same amount of nominal value in the CLN. I would like to thank Mr Sanders for his constructive approach towards resolving this issue.

Secondly, we have repaid the £30,000 loan provided by Annabel Schild, and certain other smaller loans outstanding.  Following these repayments the Company's gearing will be reduced and all structured debt will be in the form of the CLN and the loan recently provided Martin Armstrong.

Thirdly, we intend to discuss the potential for certain creditors of the Company to convert their liabilities to CLNs to reduce cash outflow and therefore further strengthening the Balance Sheet.  We will be taking a similar approach with the salaries of the executive team, who have not drawn their salaries whilst the Company was cash constrained. Similarly, the Non-executive Directors, who have not received their remuneration for two years, will be issued CLNs in lieu of remuneration.  In future all Directors will be paid in cash.

Finally, the Company is in discussions with other potential parties who may subscribe for the CLN, and the board is hopeful that the Company will be able to issue as much of the £1.5m approved facility.

Corporate Governance

Following the changes to the Board announced last week, it is my intention to ensure that the Company applies best practice with regards to corporate governance, to ensure decision making is optimised, transparency is provided to all stakeholders, the Company is held properly to account, and all stakeholders feel that their concerns have been heard and looked into.

The addition of three new directors will necessitate a review of the memberships of committees of the Company, and we will take the opportunity to ensure that all of the constitutional documents, of the committees and the Company itself, are reviewed and updated where necessary.

The Non-executive Directors, who represent the majority of the Board, are a key resource for ensuring the appropriate oversight of the Company on behalf of all stakeholders.  They represent a diverse range of experience and specialist knowledge necessary to perform this function.  The Audit and Risk Committee will in future comprise Victora Sena (who will chair the committee), Sam Ogunsalu and Nik Patel.  The Remuneration Committee will be chaired by Sam Ogunsalu, with Victoria Sena and Dr Tim Evans the other members of the committee.  Victoria Sena will be the Senior Independent Director.

Separately to the day to day work of oversight and review from the committees, it is important we rebuild the confidence of our shareholders and other stakeholders.  Much has been written about the Company, its decision making since its IPO and its management and Board.  To tackle this the three new Directors, none of whom have been involved in the business until now and so are independent of the events, will undertake a review of all of the actions by the Company since IPO. This Review Committee will invite stakeholders to provide them with any information that they feel relevant in this regard and everything will be reviewed without any preconceived conclusions.  Where there is necessity to correct the record, or to take any appropriate action, this will be actioned.

2023 Annual General Meeting

A priority in bringing the corporate governance of the Company into line with best practice is to ensure that the AGMs are brought up to date, and that in the future AGMs will be held on a timely basis.

The Company intends to post a notice of the 2023 AGM and anticipate that the meeting will be held on 23 April 2024.  As well as the normal resolutions that any company would annually put to its shareholders, all Directors will be standing for re-election and directors will seek authority to issue up to 200 million new ordinary shares.

As regards to the quantum of the authority to issue further shares, the decision on the amount of authority to seek was twofold:-

Firstly, up to 100m shares are required to be issued for the conversion of the CLN.  Allowing the Company to convert the CLN will strengthen the Company's balance sheet and allow it to focus on development of the operational side of the business. The conversion price was set at a 130% premium to the share price prior to the CLN approval by the Board.  The Board believes this premium represents a fair balance of the interests of existing shareholders and new investors.

The second consideration was to give the Company the ability to increase its capital base, as it moves towards a fully operational business, once regulatory approval is received for the Company's products.   The Board believes that it is appropriate to have the authority to issue new shares to cover this requirement so that we can have discussions with potential investors from a position of certainty that the Company can issue further shares.

In order to achieve the conversion of the CLN and to structure any future fund raise, we will be seeking the ability to dis-apply pre-emption rights. This is not designed to prevent shareholders from participating in any future fund raise - the Company intends that all shareholders have the opportunity to participate in future fund raise.

Business Strategy

The new directors bring significant experience in both building emerging growth companies in general and medtech businesses specifically. The enlarged Board will review the current business plan, stress-test and challenge the assumptions behind it.

In anticipation of the Company obtaining its regulatory approval it is in discussions with potential strategic partners in regard to manufacturing and distribution of its products in Europe as well as America.  The Company's products continue to elicit a significant amount of interest globally and this bodes well for the future operations of the business.

Your Board is optimistic by the opportunities that lie ahead for TruSpine, and I look forward to reporting on progress in the coming weeks and months."

Enquiries:

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as "believe", "could", "should" "envisage", "estimate", "intend", "may", "plan", "potentially", "expect", "will" or the negative of those, variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.