/NOT FOR DISTRIBUTION TO
The Debentures will mature on
The proposed amendment (the "Amendment") will (a) extend the maturity date of the Debentures to
All other terms of the Debentures will remain the same.
The Amendment is subject to the approval of the TSXV and the approval of holders of not less than 66⅔% of the principal amount of the Debentures represented at a meeting (the "Meeting") of the holders of the Debentures, to be held on
The Company further announces its intention to (a) exercise the Redemption Right and redeem 50% (subject to rounding) of the aggregate principal amount of the Debentures and (b) settle the Interest on the Redemption Debentures by the issuance of Common Shares at a price per share equal to the Settlement Price, in each case subject to receipt of the Approvals. The Company expects to announce this redemption and settlement of Interest immediately following the Meeting, assuming receipt of the Holder Approval.
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
EMERGE is a premium e-commerce brand portfolio in
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Neither
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 TSXV approval for the Amendment, receipt of Holder Approval for the Amendment, the Company's intention to exercise the Redemption Right, the Company's intention to issue Common Shares in connection with its exercise of the Redemption Right, the Company's intention to settle the Interest in Common Shares, 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 TSXV or holders of the Debentures will not approve the Amendment, that the Company may not exercise the Redemption Right and settle the Interest as described herein or at all, 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
SOURCE
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