/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, May 6, 2024
/CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) ("EMERGE", or
the "Company"), a premium e-commerce brand portfolio, is
pleased to announce that, further to its news releases dated
March 22, 2024, April 12, 2024, and April
29, 2024, the Company's redemption (the "Redemption")
of $1,391,000 in principal amount of
its 10% senior unsecured convertible debentures (the
"Debentures", with the redeemed Debentures being referred to
as the "Redeemed Debentures") has been completed.
Ghassan Halazon, Founder and CEO of EMERGE
commented, "The completion of this redemption effectively
immediately reduces our debt by $1.39
million, with approximately 50% of the debentures converting
to equity on the redemption date at the agreed $0.135 conversion price. The amendment, the
redemption and the conversion of interest are also expected to save
EMERGE approximately $140K in
annualized interest expense during the extended term of the
debentures, with the debentures now being due in November 2026, instead of November 2025. The debentures now have an
adjusted conversion price of $0.135,
in turn increasing the possibility of further debt reduction down
the line. We appreciate the strong vote of confidence and
unwavering support displayed by our holders in agreeing to
restructure the debentures in a manner that we believe is in the
best long-term interest of all stakeholders."
The Company settled the aggregate principal amount of the
Redeemed Debentures by the issuance of 10,303,703 common shares of
the Company, which shares were issued at a price of $0.135 per share. An aggregate of 1,390
Debentures with an aggregate principal amount of $1,390,000 remain issued and outstanding, after
giving effect to the Redemption. An aggregate of $48,685 in accrued and unpaid interest on the
Redeemed Debentures was settled by the issuance of 360,629 common
shares of the Company, which shares were issued at a price of
$0.135 per share (the "Interest
Conversion").
None of the securities issued in connection with the Redemption
or the Interest Conversion 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 meat brand. Our golf
businesses include UnderPar, our discounted tee-times/experiences
business, and JustGolfStuff, our golf products & apparel
brand.
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EMERGE:
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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 expectations regarding savings in annualized
interest expense, the possibility of the conversion of the
unredeemed Debentures at the adjusted conversion price and of
further debt reduction, the long-term interest of stakeholders, 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 annualized interest expense savings will not be realized as
expected or at all, that unredeemed Debentures will not be redeemed
and there will be no further debt reduction, and that the
transactions will not be in the best long-term interest of
stakeholders, 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
EMERGE Commerce Ltd.
SOURCE EMERGE Commerce Ltd.