Exhibit 99.1
4600 S. Ulster Street
Suite 1225
Denver, CO 80237
(720)287-3093
Assure Announces $435,000 Private Placement with Management and Board Participation
DENVER, November 26, 2021 (GLOBE NEWSWIRE) -- Assure Holdings Corp. (the “Company” or “Assure”) (NASDAQ: IONM; TSXV: IOM), a provider of intraoperative neuromonitoring services, is pleased to announce that the Company intends to complete a non-brokered private placement, with participation by Assure management, the board of directors and certain employees and consultants, of up to 70,300 common shares of the Company (“Common Shares”) at an issue price of US$6.19 per Common Share, for aggregate gross proceeds of up to approximately US$435,000 (the “Offering”). The issue price was determined in the context of the market and in accordance with Nasdaq listing requirements and following the end of the Company’s trading blackout period under its insider trading policy.
There are no warrants expected to be issued in connection with the Offering. No commissions or fees are expected to be paid in connection with the Offering.
The net proceeds of the Offering are expected to be used to service the previously announced system-wide contract with Premier, Inc., expand the Company’s high-margin remote neurology services platform, extend the Company’s operational footprint into new states and continue to build infrastructure that supports the Company’s growth initiatives and for general working capital purposes.
The Offering remains subject to the approval of the TSX Venture Exchange (“TSXV”). This press release does not constitute an offer to sell or the solicitation of any offer to buy securities nor shall there be any offer, solicitation or sale of the securities in any jurisdiction where such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
The Common Shares to be issued under the Offering have not been registered under the U.S. Securities Act, or any securities laws of any state of the United States and may not be offered or sold absent such registration or an available exemption from such registration requirements. The Common Shares to be issued in the Offering will also be subject to a hold period of four months and one day from the date of issuance pursuant to applicable Canadian securities laws, as well as applicable hold periods under U.S. securities laws.
Participation by Assure management and the board of directors in the Offering will be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The related party transaction is expected to be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities to be issued under the Offering nor the consideration to be paid by the insiders will exceed 25% of the Company's market capitalization.