EMERGE Completes Debenture Redemption, resulting in $1.39M Debt Reduction

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

TORONTO, May 6, 2024 /CNW/ - EMERGE Commerce Ltd. (TSXV: ECOM) ("EMERGE", or the "Company"), a premium e-commerce brand portfolio, is pleased to announce that, further to its news releases dated March 22, 2024, April 12, 2024, and April 29, 2024, the Company's redemption (the "Redemption") of $1,391,000 in principal amount of its 10% senior unsecured convertible debentures (the "Debentures", with the redeemed Debentures being referred to as the "Redeemed Debentures") has been completed.

Ghassan Halazon, Founder and CEO of EMERGE commented, "The completion of this redemption effectively immediately reduces our debt by $1.39 million, with approximately 50% of the debentures converting to equity on the redemption date at the agreed $0.135 conversion price. The amendment, the redemption and the conversion of interest are also expected to save EMERGE approximately $140K in annualized interest expense during the extended term of the debentures, with the debentures now being due in November 2026, instead of November 2025. The debentures now have an adjusted conversion price of $0.135, in turn increasing the possibility of further debt reduction down the line. We appreciate the strong vote of confidence and unwavering support displayed by our holders in agreeing to restructure the debentures in a manner that we believe is in the best long-term interest of all stakeholders."

The Company settled the aggregate principal amount of the Redeemed Debentures by the issuance of 10,303,703 common shares of the Company, which shares were issued at a price of $0.135 per share. An aggregate of 1,390 Debentures with an aggregate principal amount of $1,390,000 remain issued and outstanding, after giving effect to the Redemption. An aggregate of $48,685 in accrued and unpaid interest on the Redeemed Debentures was settled by the issuance of 360,629 common shares of the Company, which shares were issued at a price of $0.135 per share (the "Interest Conversion").

None of the securities issued in connection with the Redemption or the Interest Conversion 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 the United States, except under circumstances that do not require registration under the U.S. Securities Act or any applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

EMERGE is a premium e-commerce brand portfolio in Canada and the U.S. Our subscription and marketplace e-commerce properties provide our members with access to unique offerings across grocery and golf verticals. Our grocery businesses include truLOCAL.ca, our premium meat subscription brand, and Carnivore Club, our artisanal meat brand. Our golf businesses include UnderPar, our discounted tee-times/experiences business, and JustGolfStuff, our golf products & apparel brand.

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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.

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 expectations regarding savings in annualized interest expense, the possibility of the conversion of the unredeemed Debentures at the adjusted conversion price and of further debt reduction, the long-term interest of stakeholders, 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 annualized interest expense savings will not be realized as expected or at all, that unredeemed Debentures will not be redeemed and there will be no further debt reduction, and that the transactions will not be in the best long-term interest of stakeholders, 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
Ghassan Halazon
Director, President, and CEO
EMERGE Commerce Ltd.

SOURCE EMERGE Commerce Ltd.