NurExone Announces Securities Issuing at Premium over Current Share Price to Settle EnerSpar's Debts Prior to RTO Transaction
Calgary, Alberta--(Newsfile Corp. - September 1, 2022) - NurExone Biologic Inc. (TSXV: NRX) (formerly, EnerSpar Corp. or "EnerSpar") (the "Company" or "NurExone"), a biopharmaceutical company developing biologically-guided exosome therapy for patients with traumatic spine injuries, announced today that it agrees to offer 170,195 common shares of the Company at a deemed price of CAD$0.80 per share to settle indebtedness of CAD$136,155.83 owed to certain senior officers, directors, creditors, and consultants of EnerSpar.
The debts were incurred during EnerSpar operations prior to the recent Reverse Takeover Transaction under which NurExone began trading under the new name "NurExone Biologic Inc." with the trading symbol "NRX". An additional CAD$65,000 of EnerSpar's debt is being repaid by the Company in cash according to an agreed payment schedule. The price per share of the debt offering is at approximately a 100% premium over the current share price. Completion of the transaction is subject to customary conditions including approval of the TSX Venture Exchange. The common shares will be issued upon acceptance by the TSX Venture Exchange. The common shares issued will be subject to a four-month plus one-day hold period pursuant to the policies of the TSX Venture Exchange.
The shares for the debt transaction involving Jay Richardson will be a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101") as Jay Richardson is a current director of NurExone who will subscribe for an aggregate of an estimated 117,033 common shares in settlement of indebtedness of CAD$93,626. However, the issuance is exempt from: (i) the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b), as the Shares are not listed on a market specified in MI 61-101, and (ii) from the minority shareholder approval requirement of MI 61-101 by virtue of the exemption contained in Section 5.7(1)(a) of MI 61-101, as the fair market value of the Shares does not exceed 25% of the Company's market capitalization. The participation by the Related Parties in the shares for debt transactions has been approved by directors of the Company who are independent in connection with such transaction. The Board of Directors of the Company approved the transaction on August 30, 2022, with the directors participating in the transaction having abstained from the approval. The transaction is exempt from the requirements as to the filing of a prospectus.
"Through this transaction, we are delighted to reduce the liabilities of EnerSpar, our predecessor company, and strengthen our balance sheet," said Lior Shaltiel, CEO of NurExone. "Furthermore, we are also grateful to have Jay Richardson, one of NurExone's directors and former CEO of EnerSpar to be supportive of this deal. Overall, this transaction enables us to allocate more financial resources towards executing our strategic initiatives in order to become a leading provider of a unique and first-of-its-kind exosome-based treatment for acute spinal cord injuries and potentially other central nerve system indications."
"NurExone is an innovative biopharmaceutical company that is developing a revolutionary drug platform and I intend to see its continued growth and success," said Jay Richardson, Director of NurExone and Former CEO of EnerSpar. "I look forward to continue working alongside the leadership team of NurExone and providing them with expert guidance."
About NurExone Biologic Inc.
NurExone Biologic Inc. is a TSXV listed pharmaceutical company that is developing a platform for biologically-guided ExoTherapy to be delivered non-invasively to patients who have suffered traumatic spinal cord injuries. ExoTherapy was conceptually demonstrated in animal studies at the Technion, Israel Institute of Technology. NurExone is transferring the treatment to humans, and the company holds an exclusive worldwide license from the Technion for the development and commercialization of the technology.
Dr. Lior Shaltiel
Chief Executive Officer and Director
DISCLAIMER AND READER ADVISORY
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of the contents of this press release and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this press release.
This press release contains certain forward-looking statements, including statements about the Company's future plans and intentions and completion of the shares for debt transaction. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements including, but not limited to, the Company satisfying the conditions for TSX Venture Exchange approval of the shares for debt transaction herein. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
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