/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, April 12,
2024 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM)
("EMERGE", or the "Company"), a premium e-commerce
brand portfolio, is pleased to provide an update to its news
release dated March 22, 2024,
announcing the proposed amendment of its 10% senior unsecured
convertible debentures (the "Debentures"), which were issued
by the Company on November 24, 2022,
pursuant to a debenture indenture dated November 24, 2022, 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 proposed amendment (the "Amendment") will (a) extend
the maturity date of the Debentures to November 24, 2026, (b) reduce the Conversion
Price to $0.135 per Common Share (the
"New Conversion Price"), (c) reduce the Minimum VWAP with
respect to the Company's option to force the conversion of the
Debentures to $0.25 per Common Share, (d) provide the Company with
a redemption right (the "Redemption Right") whereby the
Company will have the option to redeem up to 50% (subject to
rounding) of the aggregate principal amount of the Debentures
(those Debentures redeemed pursuant to the Redemption Right are the
"Redemption Debentures") and to pay the principal amount in
cash or in Common Shares, at the Company's discretion, with any
Common Shares to be issued at the New Conversion Price, (e) permit
the Company to settle accrued but unpaid interest, less any taxes
required to by law to be deducted (the "Interest"), on the
Redemption Debentures, up to but excluding the date of redemption,
in cash or in Common Shares, at the Company's discretion, with any
Common Shares to be issued at a price per share (the "Settlement
Price") equal to the greater of $0.135 and the lowest price
permitted by the TSX Venture Exchange (the "TSXV") pursuant
to TSXV Policy 4.3 – Shares for Debt (a "Shares for Debt
Settlement"), and (f) provide that, upon notice of the exercise
of the Redemption Right being given, the failure for 30 days to pay
interest on the Redemption Debentures when due will not be
considered an Event of Default.
All other terms of the Debentures will remain the same.
The Amendment is subject to the approval of the TSXV and the
approval of holders of not less than 66⅔% of the principal amount
of the Debentures represented at a meeting (the "Meeting")
of the holders of the Debentures, to be held on April 29, 2024 (the "Holder Approval" and
together with TSXV approval, the "Approvals"). Any Common
Shares issued pursuant to a Shares for Debt Settlement will be
issued pursuant to prospectus exemptions available under applicable
Canadian securities laws and will be subject to a four month hold
period.
The Company further announces its intention to (a) exercise the
Redemption Right and redeem 50% (subject to rounding) of the
aggregate principal amount of the Debentures and (b) settle the
Interest on the Redemption Debentures by the issuance of Common
Shares at a price per share equal to the Settlement Price, in each
case subject to receipt of the Approvals. The Company expects to
announce this redemption and settlement of Interest immediately
following the Meeting, assuming receipt of the Holder Approval.
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 TSXV approval for the
Amendment, receipt of Holder Approval for the Amendment, the
Company's intention to exercise the Redemption Right, the Company's
intention to issue Common Shares in connection with its exercise of
the Redemption Right, the Company's intention to settle the
Interest in Common Shares, 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 TSXV or holders of the Debentures will not approve the
Amendment, that the Company may not exercise the Redemption Right
and settle the Interest as described herein or at all, 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.