EMERGE Announces 100% Debentureholder Approval of Amendments to Convertible Debentures, Provides Notice of Exercise of Redemption Right and Interest Conversion Right
/NOT FOR DISTRIBUTION TO
An aggregate of 2,781 Debentures are issued and outstanding, each with a principal amount of
Pursuant to the Amendment, the Debentures will mature on
All other terms of the Debentures will remain the same.
The TSXV has conditionally approved the Amendment and the Company and the Trustee have executed the Supplemental Indenture with effect as of
In accordance with the Original Indenture, as amended by the Supplemental Indenture (together, the "Indenture"), the Company hereby provides notice to the Debentureholders of its decision to exercise the Redemption Right and to redeem 50% of the aggregate principal amount of the 2,781 Debentures currently outstanding, subject to rounding, in accordance with the Indenture. As a result of this rounding, an aggregate of
The date fixed for the redemption is
Completion of the redemption remains subject to final TSXV approval of the Amendment. In the event final TSXV approval of the Amendment is not received on or before the second Business Day (as defined in the Indenture) preceding the Redemption Date, then the redemption will not proceed.
An aggregate of
In accordance with the Indenture, the Company hereby also provides notice to the Debentureholders of its decision to exercise the Interest Conversion Right, and to settle the Interest Amount by the issuance of 360,629 Common Shares, which shares will be issued at the Reduced Conversion Price. This settlement will be a Shares for Debt Settlement and it remains subject to TSXV approval. In the event that conditional TSXV approval of the Shares for Debt Settlement is not received on or before the second Business Day preceding the Redemption Date, then the Interest Amount will be paid in cash on the Redemption Date.
Based on the register of Debentures maintained by the Trustee, all of the Debentures are registered in the name of
None of the securities issuable in connection with the Amendment, the Company's exercise of the Redemption Right, the Company's exercise of the Interest Conversion Right or otherwise pursuant to the Indenture 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
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Cautionary notice
Neither
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 anticipated benefits of the Amendment, the redemption and the conversion of interest to the Company and to the Company's stakeholders, the possibility of further debt reduction, the Company receiving final approval of the Amendment from the TSXV on or before the second Business Day preceding the Redemption Date, the Company receiving conditional approval of the Shares for Debt Settlement from the TSXV on or before the second Business Day preceding the Redemption Date , the completion of the redemption and the completion of the Shares for Debt Settlement, the issuance of common shares in settlement of the Redemption Amount, the issuance of common shares in settlement of the Interest Amount or the settlement of such amount in cash, as applicable, and the agreement of the Company, CDS and the Trustee as to the manner of the redemption, 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 anticipated benefits of the Amendment, the redemption and the conversion of interest to the Company and the Company's stakeholders, including the possibility of further debt reduction, will not be realized, that the TSXV will not provide final approval of the Amendment and/or conditional approval of the Shares for Debt Settlement, in each case, on or before the second Business Day preceding the Redemption Date, that the redemption may not be completed as contemplated or at all, and that the Company, CDS and the Trustee may not agree as to the manner of the redemption, 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
Director, President, and CEO
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