TruSpine Technolgs. - Issue of Equity

31 May 2022

TruSpine Technologies plc

("TruSpine" or the "Company")

Fundraise, Issue of Warrants & Appointment of Broker and Financial Adviser

TruSpine Technologies plc, (AQSE: TSP) the medical device company focused on the development of its pioneering "screwless" spinal (vertebral) stabilisation systems announces that it has:-

-     raised in aggregate £700,000 as part of a fundraise through the issue of 14,000,000 new ordinary shares at a price of 5 pence per share. Oberon Capital and Peterhouse Capital acted as joint brokers to the Fundraise;

-     the settlement of £77,500 of third-party creditors through the issue of 1,550,000 new ordinary shares at  a price of 5 pence per share ("Settlement Shares");

-     issued 15,550,000 warrants over new ordinary shares in the Company exercisable at a price of 7.5 pence per share to participants in the placing, subscription and in relation to Settlement Shares;

-     agreed the conversion of £97,200 accrued director fees into 648,000 new ordinary shares at a price of 15 pence per share; and

-     appointed Peterhouse Capital Limited ("Peterhouse") as joint broker and Financial Adviser to the Company.

Fundraise & Issue of Warrants

The fundraise comprises a placing and subscription at a price of 5 pence per ordinary shares ("Fundraise").

-     10,800,000 new ordinary shares will be issued by way of a placing, raising gross proceeds of £540,000 (the "Placing") and

-     3,200,000 new ordinary shares will be issued by way of a subscription, raising gross proceeds of £160,000 (the "Subscription").

An additional 1,550,000 shares will be issued at a price of 5 pence per ordinary share to third-party creditors of £77,500 in lieu of services rendered ("Settlement Shares").

Each Placing share, Subscription share and Settlement Share issued has a warrant attached allowing the holder to subscribe for 1 additional share in the Company at an exercise price of 7.5 pence for a period of 3 years from Admission (the "New Warrant").  New Warrants have been issued over 15,550,000 new ordinary shares.

The net proceeds of the Fundraise will be utilised to complete the final validation and verification of packaging and instrumentation prior to the FDA 510k lodgement and ongoing working capital through FDA clearance process.

Fee Shares and Director Participation

Accrued director fees of £97,200 will be settled through the issue of 648,000 new ordinary shares at a price of 15 pence per share ("Fee Shares").

Norman Lott, Chief Financial Officer of the Company and Nikunj Patel, Non-Executive Director of the Company, are participating in the Fundraise.  Details of their participation are set out in the table below along with the revised shareholdings of the Directors following the issue of Fee Shares.

724,902 new ordinary shares ("Historical Shares") were issued by the Company between October and November 2021 to settle third-party outstanding liabilities of £69,760.  Due to an administrative oversight by the Company, no announcement or application was made for these shares to be admitted to trading on the AQSE Market.

Admisssion of Shares

In aggregate application has been made for 16,922,902 new ordinary shares to be admitted to trading on AQSE which is expected to occur on or around 8 June 2022 ("Admission")

Appointment of Joint Broker and Financial Adviser

The Company announces that it has appointed Peterhouse Capital Limited as joint broker and financial adviser to the Company with immediate effect.

Broker Warrants

As part of their renumeration Oberon and Peterhouse have been granted warrants over 540,000 new ordinary shares exercisable at a price of 5 pence per share at any time until third anniversary of Admission.

Total Voting Rights

Following Admission of the 16,922,902 new ordinary shares, the Company's issued share capital will consist of 118,311,869 (including the 724,902 ordinary shares issued but not admitted to trading on AQSE previously) ordinary shares with voting rights. The new ordinary shares will rank pari passu with the existing ordinary shares. No ordinary shares are held in treasury at the date of this announcement and therefore following the Admission, the total number of Ordinary Shares in the Company with voting rights will be 118,311,869.

The above total voting rights figure may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in the Company.

Ian Roberts, CEO of TruSpine, commented: "This fundraise will take us to the next stage of development as we look towards completing the final validation and verification of packaging and instrumentation of Cervi-LOK™. This is a critical phase leading up to lodgement of the FDA 510k application and we look forward to what we hope will be a rapid move towards commercialisation later this year."

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

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.