EMERGE Announces Amendment of Credit Facility

• The Company has signed a credit facility amendment with its existing lender ("Facility")
• The Facility provides a term of up to 21 months, with an initial 12-month term plus an additional 9-month extension option
• The Company and the lender have agreed to reduce EMERGE's debt from $25M to $19M over the next 12 months through principal payments and amortization

TORONTO, Oct. 28, 2022 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) ("EMERGE" or the "Company"), a diversified acquirer and operator of niche e-commerce brands, is pleased to announce that is has signed an amendment of its credit facility with its existing lender.

Ghassan Halazon, Founder and CEO, EMERGE commented, "Over the last three years, we have maintained an excellent relationship with our lender. We are pleased to share that we have agreed on an amendment to the existing facility offering an extended term of up to an additional 21 months. We intend to use this time wisely to start reducing our debt with the lender and ultimately, strengthening our balance sheet in preparation for this next phase of growth."

The amended facility provides a term of up to 21 months, with an initial 12-month term plus an additional 9-month extension option. Inclusive of the extension option, the maturity of the debt facility would be July 27, 2024.

The Company and the lender have agreed to reduce the debt facility from $25M to $19M over the next 12 months, inclusive of principal payments and amortization.

The Company remains in good standing with the existing lender, which it has worked with since November 2019.

In consideration for the Facility amendment, the lender was entitled to certain fees and expenses, including a commitment fee equal to $275,000, which was fully paid and satisfied by the issuance of 1,718,750 common shares of the Company.

In an effort to increase profitability and cash flow, the Company has also recently announced an initiative aimed at reducing operational costs and optimizing workflow with a goal of achieving $1M in savings and synergies that are expected to begin taking effect starting Q4 2022.

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 the Globe and Mail in 2022 (and 2020), and one 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

Investors are cautioned that, except as disclosed in the disclosure document, any information released or received with respect to the Company may not be accurate or complete and should not be relied upon. Trading in securities of the Company should be considered highly speculative.

This press release contains statements which constitute "forward-looking information" or "forward-looking statements" (together "forward-looking information") within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance, the terms of the amended term loan, the ability of the Company to exercise the 9-month extension option under its amended term loan, the ability of the Company to satisfy its covenants and other obligations under the amended term loan, and the anticipated savings to result from the implementation of the cost optimization and synergies initiative. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect the Company's management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made including, without limitation, assumptions related to the Company's ability to operate and grow its business, its ability to remain competitive in the marketplace, the Company's ability to effectively execute its business goals including with respect to the cost-reduction initiative, the Company's ability to continue operations as a going concern, the continued use of the Company's services by consumers, the Company's ability to obtain additional capital on commercially reasonable terms, and the Company's ability to meet its ongoing obligations including its covenants and payment obligations under the term loan.

Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among key factors and risks that could cause actual results to differ materially from those projected in the forward-looking information may include, without limitation, the financial situation of the Company; pre-existing debt of the Company; global economic risk; COVID-19's and the Russian-Ukrainian war's impact on the Company; the general economic environment; cybersecurity risks; financial projections may prove materially inaccurate or incorrect; the Company may experience difficulties to forecast sales; general competition in the industry from other companies; management of growth-related risks; reliance on management; risks relating to insurance; changes in supply costs could adversely affect profitability and ultimately our results of operations; our business could be adversely affected by increased labour costs or difficulties in finding suitable employees; changes in customer tastes and preferences, spending patterns and demographic trends could cause sales to decline; changes in nutrition and food regulation; failure to establish our master production facility; failure to expand production capacity; disruption at our facilities; government regulation of the food industry creating risks and challenges; risk associated with product safety and recalls; changes in internet and social media search algorithms; risks associated with leasing commercial and retail space; third party reliance for shipping and payment processing; environmental laws; our marketing and advertising strategies may not be successful, which could adversely impact our business; requirements for further financing; the Company may prioritize customer growth and engagement and the customer experience over short-term financial results and the risk factors presented in our management's discussion and analyses and current annual information form. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

On Behalf of the Board
Ghassan Halazon
Director, CEO and President

SOURCE EMERGE Commerce Ltd.

James Bowen, CFA, EMERGE Commerce Ltd., 416-519-9442, [email protected]