TORONTO , March 10, 2021 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) (" EMERGE " or the "Company "), a leading acquirer and operator of direct-to-consumer e-commerce brands, is pleased to announce that it has closed the first tranche of its upsized (and oversubscribed) private placement offering of special warrants of the Company (" Special Warrants ") for aggregate gross proceeds of almost $11.9 million (the " Offering "). The Offering consisted of a brokered portion (the " Brokered Private Placement ") and a non-brokered portion (the " Non-brokered Private Placement ") for aggregated gross proceeds of $11,618,600 and $238,798 , respectively. Pursuant to the Offering, a total of 8,469,570 Special Warrants were sold at a price per Special Warrant of $1.40 (the " Offering Price ").
The Brokered Private Placement was led by Canaccord Genuity Corp. and Gravitas Securities Inc., as co-bookrunners (the " Bookrunners "), together with Raymond James Ltd., as co-lead agents and Stifel Nicolaus Canada Inc. (collectively with the Bookrunners, the " Agents ").
Each Special Warrant is exercisable for one common share in the capital of the Company (a " Common Share ") at no additional cost. Each Common Share resulting from such exercise, is referred to as an " Offering Share ".
The Special Warrants were created and issued pursuant to, and are governed by, the terms of a special warrant indenture between the Company and TSX Trust Company, as indenture trustee.
The Company has agreed to prepare and file, with each of the securities regulatory authorities in the provinces of Canada in which the Special Warrants are sold, and obtain a receipt for a preliminary short-form prospectus (the " Preliminary Prospectus ") and a final short-form prospectus (the " Final Prospectus "), thus qualifying the distribution of the Offering Shares.
In the event a receipt for the Preliminary Prospectus has not been issued within 60 days from the initial Closing Date, each Special Warrant will, upon the earlier of (i) four months and one day following the applicable Closing Date and (ii) the date of the issuance of the receipt for the Final Prospectus, entitle the holder thereof to receive, at no additional cost, one and one-tenth (1.10) Offering Shares per Special Warrant issued (the " Penalty Ratio ") instead of one Offering Share per Special Warrant, provided that nothing shall require to the Company to issue fractional securities and any fractions of Offering Shares resulting from the application of the Penalty Ratio shall be rounded down to the nearest whole number.
Securities issued in connection with the Offering will be subject to a four month hold period from the date of issue or until the date a receipt is issued for the Final Prospectus.
The net proceeds of the Offering are expected to be used for potential acquisitions, working capital and general corporate purposes.
As consideration for its services in connection with the Brokered Private Placement, the Company paid to the Agents a cash commission equal to $929,488 and issued to the Agents a total of 414,950 Special Warrants and 663,920 non-transferable broker warrants (the " Agents' Warrants "). Each Agents' Warrant is exercisable for one Common Share at a price of $1.40 per Common Share for a period of 24 months from the date of issuance.
GIC Merchant Bank Corporation (" GICMB "), a non-arm's length party, provided fiscal advisory services pursuant to the terms of a fiscal advisory agreement (the " Fiscal Advisory Agreement ") with respect to the Non-Brokered Private Placement. Pursuant to the Fiscal Advisory Agreement, the Company paid GICMB a fiscal advisory fee equal to $14,327.88 and issued to GICMB a total of 10,234 warrants (the " Fiscal Advisory Warrants "). Each Fiscal Advisory Warrant is exercisable for one Common share, at a price per Common Share equal to $1.40 for a period of 24 months from the date of issuance. The Agents received a cash commission equal to $4,775.96 , 8,529 Special Warrants, and 3,411 Agents' Warrants in connection with the Non-brokered Private Placement.
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 or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About EMERGE:
EMERGE is a disciplined, diversified, rapidly growing acquirer and operator of niche e-commerce brands across North America . Our network of e-commerce sites provides our members with access to premium meat subscriptions, groceries, golf, nearby escapes, and family offers. Our portfolio houses some of Canada's most coveted online destinations including trulocal.ca , UnderPar.com , WagJag.com , JustGolfStuff.ca , and BeRightBack.ca . EMERGE was named one of the fastest growing companies in Canada by the Startup 50, and the Globe and Mail's 2020 Canada's Top Growing Companies.
To learn more, visit www.emerge-commerce.com .
Cautionary notice
Investors are cautioned that any information released or received with respect to the transactions described herein may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
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 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 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 filing statement which are incorporated herein by reference and 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.
SOURCE EMERGE Commerce Ltd.
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