09:11:48 EDT Sun 19 May 2024
Enter Symbol
or Name
USA
CA



Emerge Commerce Ltd
Symbol ECOM
Shares Issued 123,682,652
Close 2024-04-30 C$ 0.05
Market Cap C$ 6,184,133
Recent Sedar Documents

Emerge Commerce debenture amendment

2024-04-30 21:01 ET - Prospectus Approved

Further to TSX Venture Exchange bulletin dated Nov. 28, 2022, the exchange has accepted for filing an amendment to the following convertible debentures, which were issued pursuant to a prospectus supplement dated Nov. 3, 2022, to a short form base shelf prospectus dated April 8, 2022, announced on Nov. 1, 2022.

Convertible debentures:  $2,781,000 principal amount

Original conversion price:  The principal amount of each convertible debenture will be convertible, for no additional consideration, at the option of the holder, in whole or in part at any time and from time to time, into common shares of the company prior to the earlier of: (i) the close of business on the maturity date; and (ii) the business day immediately preceding the date specified by the company for redemption of the convertible debentures upon a change of control (as defined in the prospectus supplement), at a conversion price equal to 20 cents, subject to adjustment in certain events.

Amended conversion price:  The principal amount of each convertible debenture will be convertible, for no additional consideration, at the option of the holder, in whole or in part at any time and from time to time, into common shares of the company prior to the earlier of: (i) the close of business on the amended maturity date; and (ii) the business day immediately preceding the date specified by the company for redemption of the convertible debentures upon a change of control (as defined in the prospectus supplement), at a conversion price equal to 13.5 cents, subject to adjustment in certain events.

Original maturity date:  Nov. 24, 2025

Amended maturity date:  Nov. 24, 2026

Interest rate:  10 per cent per annum, payable quarterly

Other amended terms:  (i) The company will have the option to redeem up to 50 per cent of the aggregate principal amount outstanding of the convertible debentures and to pay such principal amount thereon in cash or in common shares, at the company's discretion, with any common shares to be issued at the amended conversion price (13.5 cents per common share). (ii) The company will reduce the current minimum VWAP (volume-weighted average price) (50 cents per common share) with respect to the company's option to force the conversion of the debentures to 25 cents per common share. (iii) The company will have the option to settle accrued but unpaid interest in cash or in common shares, with such issuance of commons shares subject to future exchange approval and pricing requirements.

The convertible debentures were issued under a trust indenture dated as of Nov. 24, 2022, forming part of a prospectus-debenture unit offering that was originally accepted for filing by the exchange effective Nov. 28, 2022. All other details of the convertible debentures remain unchanged from the original convertible debenture.

A supplemental indenture dated as of April 29, 2024, was entered into to effect the amendment to the terms of the convertible debentures.

For further information, please refer to the company's news releases dated March 22, 2024, April 12, 2024, and April 29, 2024.

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