EMERGE Announces Filing of Final Base Shelf Prospectus

/NOT FOR DISTRIBUTION TO THE UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

TORONTO, April 8, 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 it has filed a final short form base shelf prospectus (the "Base Shelf Prospectus") with each of the Provinces of Canada.

The Company believes that the Base Shelf Prospectus will provide the Company with financial flexibility and efficient access to Canadian capital markets, allowing the Company to pursue its growth and acquisition initiatives, but it has no immediate intentions to undertake an offering.

The Base Shelf Prospectus filing allows the Company to make offerings of common shares of the Company (the "Common Shares"), warrants, units, debt securities, subscription receipts, units or a combination of the foregoing, up to an aggregate total of CAD$100 million during the 25-month period that the Base Shelf Prospectus remains effective. Such securities may be offered in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in one or more shelf prospectus supplement(s). Information regarding the use of proceeds from a sale of such securities will be included in the applicable prospectus supplement.

The Company also announces that, further to its news release dated November 8, 2021, the Company entered into an amending agreement (the "Amending Agreement") with the lender of its existing $25 million credit facility (the "Facility"). Pursuant to the Amending Agreement, (a) in the event the Company terminates the Facility without the consent of the lender, the Company will pay a termination fee; and (b) prior to the original maturity date and provided that the Company is not in default under the Facility, the Company will have the option to extend the original maturity date by eight months, to June 29, 2023, by payment of an extension fee, payable in cash, Common Shares or a combination of both, at the option of the Company. If such fee is paid in Common Shares, such Common Shares will be issued with a deemed price per share equal to the lesser of (i) the five day volume weighted average price of the Common Shares and (ii) the closing price per Common Share, in either case, as of the close of business on the original maturity date.

Copies of the Base Shelf Prospectus and the Amending Agreement are available under the Company's profile on SEDAR at www.sedar.com.  

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities to, or for the account or benefit of, persons in the United States or "U.S. persons," as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities have not been and will not be registered under 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.

On Behalf of the Board

Ghassan Halazon
Director and CEO

About EMERGE

EMERGE Commerce Ltd. (TSXV: ECOM) is a diversified acquirer and operator of profitable niche e-commerce brands. EMERGE's subscription and marketplace e-commerce properties provide their members with access to pet products, premium meat & groceries, outdoor gear, golf, and other curated experiences.

EMERGE's portfolio houses some of North America's most coveted online destinations including WholesalePet.com, truLOCAL.ca, BattlBox.com, UnderPar.com, JustGolfStuff.ca, CarnivoreClub.co,

WagJag.com, 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.

Our model entails acquiring category defining e-commerce brands along with exceptional management teams, after which we apply our shared services platform and playbook with the goal of integrating and accelerating these brands to new heights, leveraging the combined benefits of scale and wide-ranging expertise at EMERGE.

To learn more about EMERGE, visit https://www.emerge-brands.com/

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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 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. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding the anticipated use of the net proceeds from any future offerings of securities and expectations regarding the completion of any future offerings of securities, including the receipt of all regulatory and TSX Venture Exchange approvals.

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. 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 following: obtaining receipt of all regulatory approvals, the ability of the Company to obtain sufficient financing to fund its business activities, plans and repayment of the Facility, and the filing of any future supplemental prospectus. 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.

SOURCE EMERGE Commerce Ltd.

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