CARLSBAD, CALIFORNIA–(Marketwired – April 6, 2017) –
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Aurora Spine Corporation (“Aurora Spine” or the “Company”) (TSX VENTURE:ASG) is pleased to announce that it has completed a non-brokered private placement of common shares (the “Offering”). Under the Offering, the Company issued 1,670,000 common shares at a price of CDN $0.18 per share for aggregate gross proceeds of CDN $300,600.
The proceeds of the Offering will be used for general working capital purposes.
Pursuant to applicable Canadian securities laws, the common shares issued under the Offering are subject to a four-month hold period that expires August 7, 2017.
David Rosenkrantz of Etobicoke, Ontario, Chairman of the Board of the Company, subscribed for 835,000 common shares (the “Acquired Shares”) under the Offering for aggregate cash consideration of CDN $150,300. Prior to the Offering, Mr. Rosenkrantz owned or controlled 3,322,500 common shares, representing approximately 11.9% of the issued and outstanding common shares.
Following closing of the Offering, Mr. Rosenkrantz will own or exercise control or direction over an aggregate of 4,157,500 common shares, representing approximately 14% of the issued and outstanding common shares of the Company. Mr. Rosenkrantz has indicated that his acquisition of shares under the Offering is for investment purposes and that there were no joint actors in connection with his purchase of the Acquired Shares. Mr. Rosenkrantz may, in the future, increase or decrease his ownership of securities of the Company, directly or indirectly, from time to time depending upon market conditions or any other relevant factor. The Acquired Shares were acquired by Mr. Rosenkrantz in reliance on the accredited investor exemption, as provided in section 2.3 of National Instrument 45-106.
The participation of Mr. Rosenkrantz in the Offering constitutes a related party transaction under Canadian Multilateral Instrument 61-101 (“MI 61-101”), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
A portion of this news release is being issued as required by National Instrument 62-103. An early warning report with respect to the purchase by Mr. Rosenkrantz will be filed on SEDAR and will be available for review at www.sedar.com under the Company’s profile.
About Aurora Spine
Aurora Spine is an early stage company focused on bringing new solutions to the spinal implant market through a series of screwless, innovative, minimally invasive, regenerative spinal implant technologies. Aurora Spine continues to position itself at the forefront of spinal surgery procedures, focusing on minimally invasive spine surgery technologies. Aurora Spine is changing spine surgery by focusing on disruptive technologies following the Company’s commitment to – Simplifying the Complex.
Forward-Looking Statements
This news release contains forward-looking information that involves substantial known and unknown risks and uncertainties, most of which are beyond the control of Aurora Spine, including, without limitation, those listed under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Information” in Aurora Spine’s final prospectus (collectively, “forward-looking information”). Forward-looking information in this news release includes information concerning the Offering and the proposed use of proceeds of the Offering. Aurora Spine cautions investors of Aurora Spine’s securities about important factors that could cause Aurora Spine’s actual results to differ materially from those projected in any forward-looking statements included in this news release. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ unilaterally from those expressed in such forward-looking statements. No assurance can be given that the expectations set out herein will prove to be correct and, accordingly, prospective investors should not place undue reliance on these forward looking statements. These statements speak only as of the date of this press release and Aurora Spine does not assume any obligation to update or revise them to reflect new events or circumstances.
Trent Northcutt
President and Chief Executive Officer
(760) 424-2004
Aurora Spine Corporation
Sarina Mason
Chief Financial Officer
(760) 424-2004
www.aurora-spine.com