/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, March 22,
2024 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM)
("EMERGE", or the "Company"), a premium e-commerce
brand portfolio, announces its intention to amend (the
"Amendment") certain terms of the 2,781 10% senior unsecured
convertible debentures (the "Debentures") that were issued
by the Company on November 24, 2022,
as part of an offering (the "Offering") of convertible
debenture units of the Company, with each unit comprised of one
Debenture and 4,000 common share purchase warrants of the Company.
The Offering was made pursuant to a prospectus supplement of the
Company dated November 3, 2022, which
supplemented a final short form base shelf prospectus of the
Company dated April 8, 2022. The
Debentures were issued pursuant to, and are governed by, a
debenture indenture dated November 22,
2024, between the Company and TSX Trust Company (the
"Indenture").
The Debentures will mature on November
24, 2025, and interest is payable on the last day of March,
June, September and December in each year. The principal amount of
the Debentures is convertible into common shares of the Company
("Common Shares") at a conversion price of $0.20 per Common Share (the "Conversion
Price"). Upon the VWAP (as defined in the Indenture) for 10
consecutive trading days exceeding $0.50 per Common Share (the "Minimum
VWAP"), the Company has the option to force the conversion of
the Debentures at the Conversion Price.
The Company wishes to extend the maturity date of the Debentures
to November 24, 2026, to reduce the
Conversion Price to $0.135 per Common
Share (the "New Conversion Price") and to reduce the Minimum
VWAP with respect to the Company's option to force the conversion
of the Debentures to $0.25 per Common
Share. The Company further wishes to amend the Indenture to provide
a redemption right whereby the Company will have the option to
redeem up to 50% of the aggregate principal amount of the
Debentures and to pay the principal amount and any accrued and
unpaid interest thereon in cash or in Common Shares, at the
Company's discretion, with any Common Shares to be issued at the
New Conversion Price.
All other terms of the Debentures will remain the same.
The Amendment is subject to the approval of the TSX Venture
Exchange and the approval of holders of not less than 66⅔% of the
principal amount of the Debentures outstanding, which holder
approval the Company expects to seek at a meeting of the holders of
the Debentures.
None of the securities issuable in connection with the Amendment
will be registered under the United States Securities Act of 1933,
as amended, or state securities laws and none may be offered or
sold in the United States, except
under circumstances that do not require registration under the U.S.
Securities Act or any applicable state securities laws. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy any securities of the Company, nor shall there
be any sale of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
About EMERGE
EMERGE is a premium e-commerce brand portfolio in Canada and the U.S. Our subscription and
marketplace e-commerce properties provide our members with access
to unique offerings across grocery and golf verticals. Our grocery
businesses include truLOCAL.ca, our premium meat subscription
brand, and Carnivore Club, our artisanal / cured meat brand. Our
golf businesses include UnderPar, our discounted tee-times/
experiences business, and JustGolfStuff, our golf products &
apparel brand.
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Cautionary notice
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Notice regarding forward-looking
statements
This press release may contain certain forward-looking
information and statements ("forward-looking information") within
the meaning of applicable Canadian securities legislation, that are
not based on historical fact, including, without limitation,
statements related to any benefit that may be derived by the
Company from the Amendment, receipt of TSX Venture Exchange
approval for the Amendment, receipt of approval of the Debenture
holders for the Amendment, as well as other statements containing
the words "believes", "anticipates", "plans", "intends", "will",
"should", "expects", "continue", "estimate", "forecasts" and other
similar expressions. Readers are cautioned to not place undue
reliance on forward-looking information. Actual results and
developments may differ materially from those contemplated by these
statements. The forward-looking information contained herein is
based on the assumptions of management of the Company as of the
date hereof including, without limitation, assumptions with respect
to the financial position and working capital of the Company,
macro-economic factors including interest rate changes, and the
conditions of the financial markets and the e-commerce markets
generally, among others. The Company undertakes no obligation to
comment on analyses, expectations or statements made by
third-parties in respect of the Company, its securities, or
financial or operating results (as applicable). Although the
Company believes that the expectations reflected in forward-looking
information in this press release are reasonable, such
forward-looking information has been based on expectations, factors
and assumptions concerning future events which may prove to be
inaccurate and are subject to numerous risks and uncertainties,
certain of which are beyond the Company's control, including risks
that the TSX Venture Exchange or holders of the Debentures will not
approve the Amendment, changes to general economic factors, as well
as the risk factors discussed in the Company's MD&A, and other
public disclosure filings which are available through SEDAR+ at
www.sedarplus.ca. The forward-looking information contained in this
press release are expressly qualified by this cautionary statement
and are made as of the date hereof. The Company disclaims any
intention and has no obligation or responsibility, except as
required by law, to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise.
On Behalf of the Board
Ghassan Halazon
Director, President, and CEO
SOURCE EMERGE Commerce Ltd.