EMERGE COMMERCE LTD. ANNOUNCES CLOSING OF PUBLIC OFFERING FOR GROSS PROCEEDS OF $2,781,000

/NOT FOR DISTRIBUTION TO THE U.S. NEWSWIRE OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Nov. 24, 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 the closing of its previously announced marketed public offering (the "Offering") of convertible debenture units (the "Debenture Units") of the Company at a price per Debenture Unit of $1,000 for gross proceeds of $2,781,000. The Offering was conducted on a commercially reasonable best efforts agency basis by 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").

Each Debenture Unit consists of one 10.0% senior unsecured convertible debenture (each a "Convertible Debenture") of the Company having a face value of $1,000 (the "Principal Amount") and 4,000 common share purchase warrants of the Company (each a "Warrant").

The Convertible Debentures will mature 36 months from the Closing Date (as defined below) (the "Maturity Date"). The Principal Amount per Convertible Debenture, shall be convertible, for no additional consideration, into common shares of the Company (each a "Common Share") at the option of the holder in whole or in part at any time and from time to time prior to the earlier of: (i) the close of business on the Maturity Date, and (ii) the business day immediately preceding the date specified by the Company for redemption of the Convertible Debentures upon a change of control, at a conversion price per Common Share equal to $0.20, subject to adjustment in certain events (the "Conversion Price"). Upon conversion, all accrued and unpaid interest outstanding to the date of the conversion on any converted Convertible Debentures shall be paid in cash, and no further interest shall accrue or be payable by the Company at any time.

The Company will be entitled to force the conversion (the "Company Conversion") of the Principal Amount of the then outstanding Convertible Debentures at the Conversion Price on not more than 60 days' and not less than 30 days' notice in the event that the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange ("TSXV") is greater than $0.50 per Common Share for 10 consecutive trading days preceding such notice. The Company Conversion will not be applicable until after 12 months from the Closing Date, including with respect to any Convertible Debentures issued on exercise of the Over-Allotment Option. Upon exercise of the Company Conversion, all accrued and unpaid interest outstanding to the date of the conversion on any converted Convertible Debentures shall be paid in cash, and no further interest shall accrue or be payable by the Company at any time.

The Company will also be entitled to redeem, pro rata, all or part of the Convertible Debentures, upon not less than 30 nor more than 60 days' prior written notice, at a redemption price (payable in cash) which is equal to 105% of the Principal Amount of such redeemed Convertible Debentures, plus any accrued and unpaid interest and any interest that would otherwise be payable to the holder from the time of such optional redemption until the Maturity Date.

The Convertible Debentures shall bear interest at a rate of 10.0% per annum from the Closing Date, including with respect to any Convertible Debentures issued on exercise of the Over-Allotment Option, payable quarterly in arrears on the last day of March, June, September, and December in each year commencing on June 30, 2023, with the first such interest payment representing accrued and unpaid interest from the Closing Date to June 30, 2023. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months.  The Convertible Debentures were issued pursuant to and are governed by a debenture indenture between the Company and TSX Trust Company (the "Debenture Indenture").

Each Warrant shall entitle the holder thereof to acquire one Common Share for an exercise price of $0.25 per Common Share, subject to adjustment in certain events, for a period of 36 months following the Closing Date, including any Warrants issued on exercise of the Over-Allotment Option. The Warrants were issued pursuant to and are governed by a warrant indenture between the Company and TSX Trust Company (the "Warrant Indenture").

The Company filed a prospectus supplement dated November 3, 2022 in respect of the Offering, which supplemented a final short form base shelf prospectus of the Company dated April 8, 2022, each of which was filed with the securities commissions of each of the Provinces of Canada. The prospectus supplement, the short form base shelf prospectus, the Debenture Indenture and the Warrant Indenture are available on the Company's SEDAR profile at www.sedar.com. There have been no changes to the material terms of the Debenture Units since the press release and material change report issued November 21, 2022 disclosing the exercise price of the Warrants.

The Company has applied to list the Warrants on the TSXV and it is expected that the Warrants will commence trading on the TSXV under the symbol "ECOM.WT" on November 30, 2022. Listing of the Warrants is subject to the final approval of the TSXV.

The Company intends to use the net proceeds of the Offering for debt repayment, working capital and general corporate purposes.

In consideration for the services provided to Company by the Agents pursuant to the Offering, the Company paid to the Agents, cash commissions in the aggregate amount of $222,480.00 and issued an aggregate of 1,112,400 non-transferable broker warrants to the Agents, with each such broker warrant exercisable for a period of 36 months following the Closing Date to acquire one Common Share at an exercise price of $0.25.

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.

About EMERGE
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/.

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 the listing of the Warrants, the receipt of final TSXV approval with respect to the Offering and the listing of the Warrants, the 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 most recent MD&A and Annual Information Form and Prospectus and Prospectus Supplement filed in connection with the Offering 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]