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DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR
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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:
(i)
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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
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(ii)
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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
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(iii)
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a $20,000 corporate
finance fee (plus applicable taxes), which was paid at the time of
the closing of the Offering.
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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"
CEO
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.