EMERGE COMMERCE LTD. ANNOUNCES ANTICIPATED CLOSING DATE OF PUBLIC OFFERING OF DEBENTURE UNITS, PRICING OF WARRANTS AND AMENDMENT TO IMPROVE TERMS OF CREDIT FACILITY
/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, Nov. 21, 2022 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) ("EMERGE", or the "Company"), a diversified acquiror and operator of niche e-commerce brands, is pleased to announce that, further to its press release dated November 1, 2022, announcing its marketed public offering (the "Offering") of convertible debenture units (each a "Debenture Unit") of the Company, the exercise price of each Warrant (as defined below) has been set at $0.25 per common share of the Company (each a "Common Share").
Each Debenture Unit consists of one 10.0% senior unsecured convertible debenture of the Company having a face value of $1,000, and 4,000 common share purchase warrants of the Company (each a "Warrant"), each Warrant being exercisable at a price of $0.25 per Common Share for a period of 36 months. The exercise price of each Warrant was set by mutual agreement between Echelon Capital Markets and Raymond James Ltd., as co-lead agents and joint bookrunners, (together, the "Co-Lead Agents") together with a syndicate of agents, including Gravitas Securities Inc. and Canaccord Genuity Corp. (together with the Co-Lead Agents, the "Agents").
Closing of the Offering is expected to occur on or about November 24, 2022 or such other date as the Company and the Agents may agree.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. "United States" and "U.S. Person" are as defined in Regulation S under the U.S. Securities Act.
Further to the press release of the Company dated October 28, 2022 and the Company's prospectus supplement dated November 3, 2022 (the "Prospectus Supplement") to the Company's short form base shelf prospectus (together with the Prospectus Supplement, the "Prospectus"), the Company is pleased to advise that it has entered into an amendment agreement, with improved terms, to the Company's amended and restated credit agreement dated October 27, 2022 with its existing lender (the "ARCA") pursuant to which, inter alia, the Company shall be required to: (i) repay a minimum of $1,000,000, instead of $3,000,000 by November 30, 2022 towards the ARCA; (ii) maintain a minimum cash balance of $2,000,000, instead of $4,000,000; and (iii) repay an additional $4,000,000 by March 31, 2023 instead of $2,000,000 by May 1, 2023 towards the ARCA. The Company still anticipates applying the net proceeds of the Offering towards the purposes as set out in the Prospectus Supplement, however, the amended terms to the ARCA provide the Company with up to $4,000,000 in additional cash flexibility on closing of the Offering in the immediate term.
The Company remains in good standing with the existing lender, which it has worked with since November 2019.
EMERGE is a diversified acquirer and operator of profitable niche e-commerce brands. Our subscription and marketplace e-commerce properties provide our members with access to pet products, premium meat, outdoor gear, golf, and other curated experiences. Our portfolio houses various online destinations including WholesalePet.com, trulocal.ca, BattlBox.com, UnderPar.com, JustGolfStuff.ca, CarnivoreClub.co, WagJag.com, BeRightBack.ca, and Wanlow.com. EMERGE was named one of Canada's Top Growing Companies by Globe and Mail in 2022 (and 2020), and one of the fastest growing companies in Canada by the Startup 50 in 2020.
To learn more visit https://www.emerge-commerce.com/.
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 the closing of the Offering and the listing of the Warrants on the TSX Venutre Exchange ("TSXV"), the amount anticipated to be raised under the Offering, the use of proceeds under the Offering, the Company's obligations to meet its debt obligations, expected use of proceeds from the Offering and 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. There is no guarantee the Offering will be completed as contemplated or at all, and 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 financing needs of the Company, the ability of the Company to obtain final TSXV approval for the Offering and listing of the Warrants, and the conditions of the financial 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 the risk factors discussed in the Company's MD&A, Annual Information Form and Prospectus which are available through SEDAR at www.sedar.com. 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 OF DIRECTORS
"Ghassan Halazon"
Ghassan Halazon
Director and Chief Executive Officer
EMERGE Commerce Ltd.
SOURCE EMERGE Commerce Ltd.
James Bowen, CFA, EMERGE Commerce Ltd., 416-519-9442, [email protected]
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