EMERGE Announces Proposed Amendments to Senior Unsecured Convertible Debentures
/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.
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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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.
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.
Kyle Burt-Gerrans, EMERGE Commerce Ltd., 416-479-9590, [email protected]
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